ESCO Technologies Acquires Megger Group from TBG AG (Share Purchase Agreement)

EX-10.1 2 tm2611835d1_ex10-1.htm EXHIBIT 10.1 CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT
BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN
OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Exhibit 10.1

Execution Version

DATED 15 April 2026

TBG AG

as Seller

ESCO TECHNOLOGIES INC.

as Buyer

AGREEMENT

for the sale and purchase
of the share capital of MEGGER GROUP LIMITED

Contents

| Clause | Name | Page |

| 1 | Definitions
and Interpretation | 1 |
| 2 | Sale
and Purchase | 17 |
| 3 | Consideration | 17 |
| 4 | Signing
Obligations | 18 |
| 5 | Adjustments
to Consideration | 18 |
| 6 | Conditions | 18 |
| 7 | Pre-Completion &
Termination | 22 |
| 8 | Integration
Committee | 29 |
| 9 | Completion | 29 |
| 10 | Tax
Indemnity | 30 |
| 11 | Seller
Warranties | 32 |
| 12 | Buyer
Warranties | 34 |
| 13 | Protection
of Goodwill | 34 |
| 14 | Post-Completion
Matters | 36 |
| 15 | Announcements
and Confidentiality | 37 |
| 16 | Assignment | 38 |
| 17 | Entire
Agreement | 40 |
| 18 | Further
Assurance | 40 |
| 19 | Costs | 40 |
| 20 | Effect
of Termination | 41 |
| 21 | Payments | 41 |
| 22 | Effect
of Completion | 42 |
| 23 | Cumulative
Rights | 42 |
| 24 | Third
Party Rights | 42 |
| 25 | Waiver | 43 |
| 26 | Variations | 43 |
| 27 | Conflicts | 43 |
| 28 | Invalidity | 43 |
| 29 | Communications | 43 |
| 30 | Service
of Process | 45 |
| 31 | Counterparts | 45 |
| 32 | Governing
Law and Jurisdiction | 45 |

| Schedule | Name | Page |

| 1 | Details of the Group | 47 |
| 1 | Part 1 Details of the other Group Companies | 48 |

| 2 | Reserved Matters | 123 |

| 3 | Signing formalities | 126 |
| 3 | Part 1 Seller’s obligations | 126 |
| 3 | Part 2 Buyer’s obligations | 126 |

| 4 | Completion formalities | 127 |
| 4 | Part 1 Seller’s obligations | 127 |
| 4 | Part 2 Buyer’s obligations | 129 |

| 5 | Fundamental Warranties | 130 |

| 6 | Business Warranties | 132 |
| 6 | Part 1 Corporate | 133 |

| 6 | Part 2 Accounts | 138 |
| 6 | Part 3 Assets | 139 |
| 6 | Part 4 Trading | 145 |
| 6 | Part 5 Finance | 156 |
| 6 | Part 6 Employment | 158 |
| 6 | Part 7 Pensions | 165 |
| 6 | Part 8 Properties | 171 |
| 6 | Part 9 Tax | 175 |

| 7 | Seller limitations | 181 |

| 8 | Provisional Payment | 183 |

| 9 | Material Properties | 184 |

| 10 | Completion Statements | 185 |
| 10 | Part 1 Preparation of the Completion Statements | 185 |
| 10 | Part 2 Contents of the Completion Statements | 187 |
| 10 | Part 3 Reference Balance Sheet | 192 |

| 11 | Buyer warranties | 193 |

| Execution Page | 197 |

Documents in the agreed form

Announcement

Bank Pay Off Letters

Confirmation and waiver under paragraph 1(f) of
Schedule 4, Part 1 (Seller’s obligations)

Confirmation of no-indebtedness

Data Room Index

Resignations of directors, secretary
and auditors

Security Control Agreement

Shareholder Agreement

| DATED | 15 April 2026 |

PARTIES

| | (1) | TBG AG, a Swiss stock corporation (CHE-224.628.443)
with registered seat in Zürich, Switzerland (the “ Seller ”) |

| | (2) | ESCO TECHNOLOGIES INC., a Missouri
corporation with its principal place of business in St. Louis, Missouri, USA (the “ Buyer ”) |

BACKGROUND

| | (A) | The Seller has agreed to sell and the Buyer
has agreed to buy the Shares on the terms of this Agreement. |

OPERATIVE
PROVISIONS

| | 1 | Definitions
and Interpretation |

| | 1.1 | In this Agreement: |

“ 12 Month EBITDA ”
has the meaning given to it in Clause 7.10(b).

“ 401(a) Pension Scheme ”
has the meaning given to it in paragraph 7(a)(i) of Schedule 6, Part 7 (Pensions).

“ ACA ” means the
Patient Protection and Affordable Care Act of 2010, as amended, and regulations promulgated thereunder.

“ Accountants ” has
the meaning given to it in paragraph 3 of Schedule 10.

“ Accounts ” means
the audited consolidated financial statements of the Group as at and for the financial year ended on the Accounts Date, comprising the
consolidated balance sheet, consolidated profit and loss account and consolidated cash flow statement of the Group, and the auditors’
and directors’ reports and notes included at Data Room reference 2.1.3.4.

“ Accounts Date ”
means 30 November 2025.

“ Action ” has the
meaning given to it in Clause 7.14(c).

“ AI Technologies ”
has the meaning given to it in paragraph 9(a) of Schedule 6, Part 4 (Assets).

“ Alternative Buyer ”
has the meaning given to it in Clause 16.4.

“ Applicable Requirements ”
has the meaning given to it in paragraph 22(a) of Schedule 6, Part 4 (Trading).

“ Associate ” means
in relation to an undertaking, that undertaking and its subsidiary undertakings and parent undertakings and all subsidiary undertakings
of any such parent undertakings from time to time and, in relation to an undertaking that is a general partner of a fund, any adviser
to or investment manager of the fund and their respective Associates.

| | 1 | |

“ Associated Person ”
has the meaning given to it in paragraph 22(a) of Schedule 6, Part 4 (Trading).

“ Bank Loan ” means
the facilities set out in the Facilities Agreement.

“ Bank Pay Off Amount ”
means the aggregate amount of all principal and accrued interest owing on Completion in relation to the Bank Loan, together with all
fees, costs and expenses payable in order to release any Encumbrance granted by a Group Company over any of its shares, assets or undertaking
in relation to the Bank Loan, as notified to the Buyer in the Completion Payments Notice in accordance with Clause 9.1.

“Bank
Pay Off Letters ” means pay off letters in a form (as acceptable to and agreed by the Buyer) duly executed and delivered
in relation to the repayment of the Bank Loans.

“Belgian
FDI Condition ” means following the submission of a notification with respect to the Transaction to the Interfederal
Screening Commission under the Cooperation Agreement of 30 November 2022 as enacted by the Law of 14 February 2023 and as published
in the Belgian Gazette on 7 June 2023 (the “ Belgian FDI Act ”), one of the following has been received (expressly
or by the expiry of time limits, if applicable): (a) the approval to (if applicable conditionally) consummate the Transaction, or
(b) a decision of inadmissibility pursuant to the Belgian FDI Act

“ Bulgarian FDI Condition ”
means confirmation having been received in writing from the Interdepartmental Screening Council at the Council of Ministers (“ Screening
Council ”) (Междуведомствен съвет за
скрининг на преките чуждестранни
инвестиции) and/or Invest Bulgaria Agency (Българска
агенция за инвестиции) (together, the “ Bulgarian
FDI Authorities ”) that the Transaction does not fall within the scope of the Investment Promotion Act (Закон
за насърчаване на инвестициите),
Chapter Six; or the Regulation for the implementation of the Investment Promotion Act (Правилник
за прилагане на закона за насърчаване
на инвестициите) and the Regulation for the organization and activities of
the Interdepartmental Council for Screening of Foreign Direct Investments (Правилник за организацията
и дейността на Междуведомствен
съвет за скрининг на преките чуждестранни
инвестиции) (together, the “ Bulgarian FDI Legislation ”); or express authorisation
from the Screening Council pursuant to the applicable Bulgarian FDI Legislation relating to the Transaction having been granted; or implicit
authorisation being deemed given by the Screening Council pursuant to the applicable Bulgarian FDI Legislation in relation to the Transaction.

“ Business Day ” means
a day (other than a Saturday or Sunday) on which the clearing banks are open for business in the City of London, England, Zurich, Switzerland
and New York, the United States of America (or, for the purpose of determining when a notice is received under Clause 29 (Communications)
in the place where the notice is received).

“ Business Warranties ”
means the warranties of the Seller contained in Schedule 6 (Business Warranties) excluding paragraph 1 of Part 1
of Schedule 6 (Corporate).

“ Buyer Financial Statements ”
has the meaning given to it in paragraph 7 of Schedule 11 (Buyer warranties).

“ Buyer’s Accountants ”
means PriceWaterhouseCoopers LLP.

| | 2 | |

“ Buyer’s Group ”
means the Buyer and any Associate of it from time to time, (including from Completion each Group Company).

“ Buyer’s Solicitors ”
means Bryan Cave Leighton Paisner LLP, Governor’s House, 5 Laurence Pountney Hill, London EC4R 0BR.

“ Cash ” has the meaning
given to it in Schedule 10 (Contents of the Completion Statements).

“ CBA ” means a collective
bargaining, Union or similar agreement, whether written or oral, pursuant to which a Group Company legally recognises a Union or utilises
labour referred or supplied by a Union.

“ CFA 2017 ” has the
meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax).

“ CFIUS ” means the
Committee on Foreign Investment in the United States and each member agency thereof, acting in such capacity.

“ CFIUS Approval ”
means that, following the filing of a joint Notice by the parties within 15 Business Days following the date of this Agreement, any of
the following shall have occurred: (a) CFIUS shall have provided written notice that the Transaction is not a “covered transaction”
as defined in 31 C.F.R. § 800.213 and not subject to review under the DPA; (b) CFIUS shall have provided written notice that
it has completed a review or investigation of the Notice provided pursuant to the DPA with respect to the Transaction and has concluded
all action under the DPA and there are no unresolved national security concerns with respect to the Transaction; or (c) if CFIUS
has sent a report to the President of the United States requesting the President’s decision with respect to the Transaction, then
(i) the President shall have announced a decision not to take any action to suspend or prohibit the Transaction or (ii) having
received a report from CFIUS requesting the President’s decision, the President shall not have taken any action after fifteen (15)
days from the earlier of the date the President received such report from CFIUS or the end of the investigation period.

“ Claim ” has the
meaning given to it in paragraph 1 of Schedule 7 (Seller limitations).

“ Closure ” has the
meaning given to it in Clause 6.1(a)(i).

“ COBRA ” means the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and regulations promulgated thereunder.

“ Code ” means the
Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“ Commitment Letter ”
means a written communication from DCSA to the parties agreeing to a plan to mitigate FOCI.

“ Company ” means
Megger Group Limited, further details of which are set out in Schedule 1, Part 1 (Details of the other Group Companies).

“ Company Employee ”
means a current or former employee of any Group Company.

“ Completion ” means
completion of the purchase of the Shares in accordance with Clause 9 (Completion).

| | 3 | |

“ Completion
Payments Notice ” has the meaning given to it in Clause 9.1.

“ Completion
Statements ” means the statements prepared and agreed or determined in accordance with Schedule 10 (Completion statement)
in order to determine Net Debt and Working Capital.

“ Completion
Statements Date ” means 11:59 p.m. CET on the date of Completion.

“ Condition ” means
a condition of Completion as specified in Clause 6.1.

“ Consideration ”
means the Consideration Cash and the Consideration Shares.

“ Consideration Cash ”
means $922,000,000 (nine hundred and twenty two million United States dollars) in cash

“ Consideration Shares ”
means five million one hundred thousand (5,100,000) shares of ESCO Stock.

“ Contingent Worker ”
means a current or former independent contractor, consultant, temporary employee, leased employee or any other servant or agent performing
services with respect to the operation of the business of any Group Company and is classified by the respective Group Company as other
than a Company Employee or compensated other than through wages paid by the Group Company through its payroll department and reported
on a Form W-2 or applicable jurisdictional equivalent.

“ Covid Measure ”
has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax).

“ CTA 2009 ” has the
meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax).

“ CTA 2010 ” has the
meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax).

“ Data Protection Laws ”
has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading).

“ Data Protection Policies ”
has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading).

“ Data Room ” means
the virtual data room maintained on behalf of the Seller containing the documents and information listed in the data room index delivered
with the Disclosure Letter and copies of which are included in the secure file transfer link delivered with the Disclosure Letter.

“ Data Subject Request ”
has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading).

“ DB Scheme ” has
the meaning given to it in paragraph 1(a)(i) of Schedule 6, Part 7 (Pensions).

“ DCSA ” means the
Defense Counterintelligence and Security Agency of the United States Department of Defense or any successor thereto.

“ Debt ” has the meaning
given to it in Schedule 10 (Contents of the Completion Statements).

| | 4 | |

“ Debt Financing ”
means the debt financings that are necessary to be obtained in order to consummate the Transaction.

“ Debt Financing Documentation ”
means, as at the date of this Agreement, the signed commitment letter between the Buyer and JPMorgan Chase Bank, N.A. (with all relevant
term sheets attached) dated on or around the date of this Agreement and following which, the documentation that is to be entered into
to secure the financing described in such commitment letter.

“ Debt Financing Sources ”
means the persons that have committed to provide or have otherwise entered into letters or other agreements to provide the Debt Financing,
including the persons party to the Debt Financing Documentation referred to in this Agreement, and any joinder agreements, indentures,
credit agreements or other definitive agreements entered into pursuant thereto or relating thereto, and any arrangers or administrative
agents in connection with the Debt Financing Documentation, together with their current and future Associates and their and such Associates’,
officers, directors, employees, attorneys, partners (general or limited), controlling representatives and funding sources of each of
the foregoing, and their successors and assigns, provided, that in no event shall the Buyer nor any Associate thereof constitute a “ Debt
Financing Source ”.

“ Disclosed ” means
‘fairly’ disclosed by the Seller to the Buyer in the Disclosure Letter or, only in relation to the Repeated Warranties as
repeated on Completion and only in respect of any matter arising after the date of this Agreement, the Supplemental Disclosure Letter
and, in each case, a disclosure shall only be deemed to be ‘fair’ if it is provided with sufficient detail to enable a reasonable
buyer to identify the nature and scope of the matter and to evaluate the purpose and effect of the disclosure.

“ Disclosed Schemes ”
has the meaning given to it in paragraph 1(a) of Schedule 6, Part 7 (Pensions).

“ Disclosure Letter ”
means the letter dated the same date as this Agreement from the Seller to the Buyer relating to the Business Warranties.

“ DOJ ” has the meaning
given to it in Clause 6.1(a)(i).

“ DPA ” means Section 721
of the Defense Production Act, as amended, including all implementing regulations thereof.

“ ECTEA ” has the
meaning given to it in Schedule 6, Part 8 (Properties).

“ Encumbrance ” means
a mortgage, charge, pledge, lien, encumbrance, option, right of pre-emption, conversion or set-off, reservation of title, right to acquire
or other security or third party right or interest of any kind.

“ Environment ” has
the meaning given to it in paragraph 25(a) of Schedule 6, Part 4 (Trading).

“ Environmental Law ”
has the meaning given to it in paragraph 25(a) of Schedule 6, Part 4 (Trading).

“ ERISA ” means the
Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ ERISA Affiliate ”
means, with respect to any corporation or trade or business, any other corporation or trade or business that is, or was at the relevant
time, a member of a group described in Section 414(b), (c), (m), or (o) of the Code or Section 4001(b)(1) of ERISA
that includes or included the Company.

| | 5 | |

“ ESCO Stock ” means
ESCO Common Stock (ticker symbol “ESE”) as traded on the New York Stock Exchange.

“ Estimated Net Debt ”
means the Seller’s good faith estimate of the consolidated Net Debt of the Group as at the Completion Statements Date as prepared
in accordance with Schedule 8 (Provisional Payment).

“ Estimated
Working Capital ” means the Seller’s good faith estimate of the Working Capital of the Group as at the Completion Statements
Date as prepared in accordance with ‎Schedule 8 (Provisional Payment).

“ Ex-US Merger Control and
FDI Conditions” means the Turkish Merger Control Condition, Saudi Arabian Merger Control Condition, Belgian FDI Condition,
Bulgarian FDI Condition, Finnish FDI Condition, French FDI Condition, Swedish FDI Condition and Italian FDI Condition.

“ Exchange Act ” means
the Securities Exchange Act of 1934, as amended.

“ Expiry Date ” has
the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations).

“ Extended Long Stop Date ”
has the meaning given to it in Clause 6.11.

“ FA 2003 ” has the
meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax).

“ Facilities Agreement ”
means the facilities agreement dated 31 July 2025 between, among others, Megger Group Limited as Company, the Financial Institutions
named therein and Commerzbank Aktiengesellschaft as Agent.

“ FDI Approval ” means,
in respect of any FDI Filing, one or more of the following having occurred: (a) the relevant FDI Authority having issued a written
decision or notification confirming that the Transaction is approved, cleared, or otherwise authorised under the applicable FDI Law;
(b) the relevant FDI Authority having issued a written decision or notification confirming that the Transaction does not fall within
the scope of, or is not subject to review under, the applicable FDI Law; or (c) the applicable statutory period for the relevant
FDI Authority to take a decision, impose conditions, or prohibit or unwind the Transaction under the applicable FDI Law having expired
without the relevant FDI Authority having taken any such action (including, for the avoidance of doubt, where the applicable FDI Law
provides for deemed approval or implicit authorisation upon the expiry of such statutory period).

“ FDI Authority ”
means any Governmental Entity in any jurisdiction which has the power or competence, under any FDI Law, to review, investigate, call
in, approve, prohibit, block, impose conditions on, unwind, or otherwise take action in respect of foreign direct investment.

“ FDI Condition ”
has the meaning given to it in Clause 6.2.

“ FDI Filing ” means
any notification, filing, application, declaration, submission of information, or other communication made to, or required or requested
by, an FDI Authority in connection with the Transaction under any FDI Law.

“ FDI Law ” means
any law, statute, regulation, order, directive, or other legislative or regulatory measure (whether at a supra-national, national, federal,
state, regional, or local level) in any jurisdiction which provides for the screening, review, investigation, approval, prohibition,
or imposition of conditions in respect of foreign direct investment (including, without limitation, on the grounds of national security,
public order, public policy, strategic interests, essential security interests, critical infrastructure, or essential technologies).

| | 6 | |

“ Finnish FDI Condition ”
means that, following the submission of an application or notification, as applicable, with respect to the Transaction to the competent
Finnish authority under the Act on the Screening of Foreign Corporate Acquisitions in Finland (172/2012, as amended (Laki ulkomaisten
yritysostojen seurannasta) (the “ Finnish FDI Act ”), one of the following has been received: (a) the approval
to consummate the Transaction, or (b) a decision of inadmissibility pursuant to the Finnish FDI Act (expressly or by the expiry
of time limits, if applicable).

“ FOCI ” means foreign
ownership, control, and influence, as defined by the National Industrial Security Program Operating Manual Rule (“ NISPOM ”),
32 C.F.R. § 117 or other applicable national security directives, forms and instructions issued by the DCSA.

“ French FDI Condition ”
means that, following the submission of a request for authorization with respect to the Transaction to the French Minister of Economy
(Ministre de l’économie) pursuant to Articles L.151-3 and seq. and R.151-1 and seq. of the monetary and financial
code (Code monétaire et financier) (the “ French FDI Legislation ”), one of the following has been received:
(a) a decision authorizing the Transaction, including subject to certain conditions, if applicable, or (b) a decision stating
that the Transaction falls outside the scope of the French FDI Legislation.

“ FSR ” means Council
Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 of foreign subsidies distorting the
internal market.

“ FTC ” has the meaning
given to it in Clause 6.1(a)(i).

“ Fundamental Cap ”
has the meaning given to it in Clause 7.9.

“ Fundamental Claim ”
has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations).

“ Fundamental Share Warranties ”
means the warranties contained in paragraphs 8 to 17 (inclusive) of Schedule 5 (Fundamental Warranties).

“ Fundamental Warranties ”
means the warranties contained in Schedule 5 (Fundamental Warranties) and paragraph 1 of Part 1 of Schedule 6, Part 1
(Corporate).

“ GAAP ” has the meaning
given to it in paragraph 7 of Schedule 11 (Buyer warranties).

“ General Claim ”
has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations).

“Generative
AI” means an artificial intelligence system (such as Open AI, ChatGPT, Copilot, and DALL-E) that generates text, images
or other content in response to user-generated prompts, based on data the system is trained on.

“ German Audits ”
means the audits concerning Group Companies initiated by the German Tax Authorities prior to the date of this Agreement.

| | 7 | |

“ Golden Power Regulation ”
means, collectively, Law Decree No. 21/2012 (converted with amendments by Law No. 56/2012), as subsequently supplemented and
amended, Regulation (EU) 452/2019 and the rules, decrees, ordinances and implementing regulations which have been issued and/or are applicable,
from time to time, to the Transaction (in each case, as subsequently amended.

“ Governmental Entity ”
means in relation to anywhere in the world, any supra-national, national, state, municipal or local government (including any subdivision,
court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory,
taxing, importing or other governmental or quasi-governmental authority.

“ Group ” means the
Company and the Subsidiaries and “ Group Company ” means any one of them.

“ Group Company Plans ”
has the meaning given to it in paragraph 7(d) of Schedule 6, Part 7 (Pensions).

“ Group Guarantee ”
means guarantees given by a Group Company in favour of the Seller or any of its Associates.

“ Group IPR ” has
the meaning given to it in paragraph 7(a) of Schedule 6, Part 4 (Assets).

“ Hazardous Discharge ”
has the meaning given to it in paragraph 25(d) of Schedule 6, Part 4 (Trading).

“ Hazardous Substance ”
has the meaning given to it in paragraph 25(a) of Schedule 6, Part 4 (Trading).

“ HIPAA ” means the
Health Insurance Portability and Accountability Act of 1996, as amended, and regulations promulgated thereunder.

“ HMRC ” means His
Majesty’s Revenue & Customs.

“ HSR Act ” means
the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“ HSR Act Condition ”
means the expiration or termination of the waiting period(s) under the HSR Act.

“ Improvements ” has
the meaning given to it in paragraph 3(f) of Schedule 6, Part 8 (Properties).

“ Integration Committee ”
has the meaning given to it in Clause 8.1.

“ Integration Plan ”
has the meaning given to it in Clause 8.2.

“ Inward IPR Licences ”
has the meaning given to it in paragraph 7(a) of Part 3 of Schedule 6 (Assets).

“ IPR ” means all
patents, rights to inventions, utility models, copyright and neighbouring and related rights, trade marks and service marks, business
names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights
in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, the confidential information
of the Group (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered
and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from,
such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part
of the world.

| | 8 | |

“ IRS ” means the
Internal Revenue Service.

“ Italian FDI Condition ”
means the authorization of the Transaction (whether express or implicit, upon expiry of the applicable legal term, or by confirmation
of the non-applicability of the Golden Power Regulations).

“ IT Systems ” has
the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets).

“ Key Employee ” has
the meaning given to it in the Disclosure Letter.

“ Leased Properties ”
means all non-owned real property of the Group that is leased, subleased, licensed or occupied by any of the Group Companies that is
used or occupied by, or necessary for the conduct of its business thereon, and “ Leased Property ” means any of them.

“ Leases ” means the
leases, subleases, licenses, concessions and other agreements set out at Schedule 9 (Material Properties), pursuant to which any
of the Group Companies hold a leasehold or sub leasehold estate in, or are granted the right to use or occupy, any of the Leased Properties.

“ Licensed Software ”
has the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets).

“ Long Stop Date ”
means the date falling twelve (12) months after the date of this Agreement, subject to the right to extend such date in accordance with
Clause 6.1(c) (or such later date as the parties hereto may agree in writing).

“ Material Contract ”
means: (i) each agreement contained in folders 13.4.2.3 and 13.4.2.4 of the Data Room; (ii) each distributor, agent or joint
venture agreement to which a Group Company derives or is likely to derive revenues of at least $2,000,000 per annum; (iii) each
other agreement pursuant to which a Group Company is bound to incur expenditure in excess of $2,000,000 per annum (excluding VAT) or
pursuant to which a Group Company derives, or is likely to derive, revenues of at least $2,000,000 per annum; and (iv) each other
agreement which is material to any Group Company or the business of any Group Company.

“ Material Liability ”
has the meaning given to it in Clause 7.10.

“ Material Subsidiary ”
means each of (i) Megger Limited; (ii) AVO International Inc.; (iii) Megger Germany GmbH; (iv) Megger Holding Germany
GmbH & Co. KG; (v) Megger GmbH; (vi) Megger Holdings GmbH; (vii) Megger SARL; (viii) Megger Instruments
Limited; (ix) Megger Systems Limited; (x) James G. Biddle Co.; (xi) AVO Multi-Amp Corporation; (xii) Megger Systems
Germany GmbH; (xiii) Megger Systems and Services GmbH; (xiv) Megger Real Estate Germany GmbH; (xv) IPS Intelligent Process
Solutions GmbH; (xvi) Megger Sweden AB; (xvii) Power Diagnostix Instruments GmbH; (xviii) Megger Diagnostic Holding GmbH;
(xix) IPS Energy RS d.o.o. Beograd; (xx) Luatech d.o.o. Zagreb; (xxi) Power DB Inc.; (xxii) Biddle Instruments Financial
Corporation; and (xxiii) AVO Training Institute Inc., details of each of which are set out in Schedule 1, Part 1 (Details
of the other Group Companies).

| | 9 | |

“ Merger Control Approval ”
means, in respect of any Merger Control Filing, one or more of the following having occurred: (a) the relevant Merger Control Authority
having issued a written decision or notification confirming that the Transaction is approved, cleared, or otherwise authorised under
the applicable Merger Control Law; (b) the relevant Merger Control Authority having issued a written decision or notification confirming
that the Transaction does not fall within the scope of, or is not subject to review under, the applicable Merger Control Law; or (c) the
applicable statutory period for the relevant Merger Control Authority to take a decision, impose conditions, or prohibit or unwind the
Transaction under the applicable Merger Control Law having expired without the relevant Merger Control Authority having taken any such
action (including, for the avoidance of doubt, where the applicable Merger Control Law provides for deemed approval or implicit authorisation
upon the expiry of such statutory period).

“ Merger Control Authority ”
means any Governmental Entity in any jurisdiction which has the power or competence, under any Merger Control Law, to review, investigate,
call in, approve, prohibit, block, impose conditions on, unwind, or otherwise take action in respect of mergers or acquisitions.

“ Merger Control Filing ”
means any notification, filing, application, declaration, submission of information, or other communication made to, or required or requested
by, a Merger Control Authority in connection with the Transaction under any Merger Control Law.

“ Merger Control Laws ”
means all laws passed by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose
or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including without limitation
the HSR Act.

“ Multiemployer Pension Plan ”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA and PBGC Reg. Section 4001.2.

“ Multiemployer Plan ”
means a plan defined in Section 3(37) of ERISA, including a Multiemployer Pension Plan.

“ Net Debt ” means
the consolidated net debt of the Group as at the Completion Statements Date as determined in accordance with Schedule 10 (Completion
Statements).

“ NISPOM ” has the
meaning given in the definition of “FOCI”.

“ Non-Wholly Owned Subsidiary ”
means each of (i) Synaptec Limited, a private limited company incorporated in Scotland with registered number SC472060, (ii) Sentrisense
AB, a private limited company incorporated in Sweden with registered number 559371-8694, (iii) Megger LLC, a limited liability company
incorporated in Russia (which in turn owns 100% Seba Energo, a company incorporated in Russia), (iv) Seba Service NV, a limited
liability company incorporated in Belgium with registered number 0419.424.733, and (v) Megger AS, a limited liability company incorporated
in Norway with registered number 931 924 583.

“ Normalised Working Capital ”
means €112,000,000.

“ Notice ” is defined
in subpart E of the CFIUS Regulations.

“ NYSE ” means the
New York Stock Exchange.

| | 10 | |

“ Open Source Software ”
has the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets).

“ Outward IPR Licences ”
has the meaning given to it in paragraph 7(a) of Part 3 of Schedule 6 (Assets).

“ Owned Properties ”
means the real properties owned in fee by any of the Group Companies as listed in Schedule 9 (Material Properties )
together with all land, buildings and the components of the buildings, structures, fixtures and other improvements and fixtures located
thereon and used by the Group Companies for the conduct of its business thereon, and “ Owned Property ” means any of
them.

“ Owned Software ”
has the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets).

“ PBGC ” means the
Pension Benefit Guaranty Corporation.

“ Permits ” has the
meaning given to it in paragraph 15(a) of Schedule 6, Part 4 (Trading).

“ Personal Data Breach ”
has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading).

“ Pillar 2 ” has the
meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax).

“ Pre-Contractual
Statements ” has the meaning given to it in Clause 17.2.

“ Proceeding ” means
any action, suit, claim, charge, complaint, petition, hearing, proceeding, written notice of a violation, summons, subpoena, arbitration,
investigation, or mediation by any person or any investigation or audit by any governmental body or authority.

“ Properties ” means
the Owned Properties and Leased Properties and “ Property ” means any of them.

“ Provisional Payment ”
means the sum payable by the Buyer on account of the Consideration in accordance with Clause 3.2 and calculated in accordance with
Schedule 8 (Provisional Payment).

“ Registered IPR ”
has the meaning given to it in paragraph 7(a) of Part 3 of Schedule 6 (Assets).

“ Registered Overseas Entity ”
has the meaning given to it in Schedule 6, Part 8 (Properties).

“ Relevant Accounting Standards ”
means International Financial Reporting Standards (IFRS).

“ Relief ” means any
loss, relief, allowance, set off, deduction, exemption or credit relating to Tax or to the computation of income, profits or gains for
the purpose of any Tax and any right to a repayment of Tax.

“ Repeated Warranties ”
means the warranties contained in the following paragraphs of Schedule 6 (Business Warranties) to be repeated at Completion
in accordance with Clause 11.3: paragraph 13 of Part 1; Part 2 (in its entirety); paragraphs 2, 5, 7 and 8 of Part 3;
paragraphs 1, 2, 9, 11, 12 to 15 (inclusive), 21, 22, 24, 25 of Part 4; paragraphs 1 and 2 of Part 5; paragraphs 1(a) to
1(c) (inclusive) and 3(c) of Part 6; paragraphs 6 and 7 of Part 7; paragraphs 1 and 2 of Part 8; and Part 9
(in its entirety), each denoted with a *.

| | 11 | |

“ Restricted Business ”
means the business of Megger as at Completion, comprising: (i) manufacturing electronic test equipment; (ii) manufacturing
hand-held measurement instruments; and (iii) condition monitoring, in each case for use in electrical power applications, specific
to the power/utility and water infrastructure segments, as well as asset and performance management software dedicated to utilities and
grid operators.

“ Restricted Period ”
has the meaning given to it in the Shareholder Agreement.

“ Restricted Transaction ”
means (a) a disposal of an interest in the issued share capital of any Group Company or of all, or a material part, of the business
or assets of any Group Company, (b) a third party investment in any Group Company, (c) any acquisition, merger, consolidation
or reorganisation involving any Group Company, or (d) any equity or debt investment relating to all or any significant part of the
business, operations, equity or ownership interests, or assets of any Group Company, or in each case any subsidiary undertaking of any
of them.

“ Sanctioned Country ”
means any country, region or territory that is the subject or target of country-wide, region-wide, or territory-wide Sanctions (as of
the date hereof, including but not limited to Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s
Republic, and the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson regions
of Ukraine and, prior to July 1, 2025, Syria).

“ Sanctioned Person ”
means any person that is the target of Sanctions, including (a) any person listed on any Sanctions-related list of designated persons
maintained by any relevant Sanctions Authority, (b) any person directly or indirectly owned 50 percent or greater or controlled
by one or more persons (individually or in the aggregate) described in the foregoing clause (a), (c) any person acting on behalf
of one or more persons described in the foregoing clauses (a) and (b), (d) any person operating, organised, resident in or,
with respect to Cuba only, a citizen or national of a Sanctioned Country, or (e) any person directly or indirectly owned 50 percent
or greater or controlled by one or more persons (individually or in the aggregate) described in (d) only to the extent required
under Sanctions administered by the United States.

“ Sanctions ” means
any law or executive order relating to financial and/or economic sanctions administered, implemented or enforced by a relevant Sanctions
Authority applicable to the Group Companies.

“ Sanctions Authority ”
means (a) the United Nations Security Council, (b) the government of the United States, (c) the European Union or any
member state, (d) the government of the United Kingdom, and (e) any other relevant authority, including without limitation,
the U.S. Department of Treasury Office of Foreign Assets Control, the U.S. Department of State, and His Majesty’s Treasury, the
Department for Business and Trade, the World Bank Listing of Ineligible Firms and the Foreign, Commonwealth & Development Office,
in the United Kingdom.

“ Saudi Arabian Merger Control
Condition ” means approval (or deemed approval) by the General Authority for Competition of Saudi Arabia of the Transaction
pursuant to the Competition Law of Saudi Arabia issued by Royal Decree No. M/75 dated 29 Jumada II 1440H (corresponding to 6 March 2019)
and its Implementing Regulations.

| | 12 | |

“ SDLT ” has the meaning
given to it in paragraph 1 of Schedule 6, Part 9 (Tax).

“ SEC ” means the
Securities and Exchange Commission.

“ SEC Reports ” means
each report, registration statement, prospectus, schedule, form, statement and definitive proxy statement filed by the Buyer with the
SEC during the period from 30 September 2023 up to and including the date of this Agreement that is publicly available on the SEC’s
Electronic Data Gathering, Analysis and Retrieval System (EDGAR).

“ Securities Act ”
means the Securities Act of 1933, as amended.

“ Seller Group Guarantee ”
means guarantees given by the Seller or any of its Associates in favour of a Group Company.

“ Seller Nominee ”
has the meaning given to it in Clause 16.5.

“ Seller’s Account ”
means the account of the Seller with UBS Switzerland AG, 8098 Zurich, Switzerland, SWIFT UBSWCHZH80A and IBAN: CH74 0024 0240 8369 4460
E.

“ Seller’s Accountants ”
means Ernst and Young LLP.

“ Seller’s Group ”
means the Seller and each of its Associates from time to time (excluding, for the avoidance of doubt, from Completion any Group Company).

“ Seller’s Solicitors ”
means Willkie Farr & Gallagher (UK) LLP of CityPoint, 1 Ropemaker Street, London EC2Y 9AW.

“ Shareholder Agreement ”
means the agreement in the agreed form relating to the ESCO Stock.

“ Shares ” means the
74,785,350 Ordinary shares of £1 each in the capital of the Company, making up the entire issued share capital of the Company.

“ Subsidiaries ” means
the companies listed in Schedule 1, Part 1 (Details of the other Group Companies) and “ Subsidiary ”
means any one of them.

“ Supervisory Authority ”
has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading).

“ Supplemental Disclosure Letter ”
means the letter (if any) dated the same date as Completion from the Seller to the Buyer relating only to the Repeated Warranties as
repeated on Completion and containing only details of those circumstances, matters and events that have arisen during the period between
the date of this Agreement and Completion.

“ Surviving Provisions ”
means Clause 1 (Definitions and Interpretation), Clause 15 (Announcements and Confidentiality), Clause 16 (Assignment),
Clause 17 (Entire Agreement), Clause 19 (Costs), Clause 20 (Effect of Termination),
Clause 23 (Cumulative Rights), Clause 24 (Third Party Rights), Clause 25 (Waiver),
Clause 26 (Variations), Clause 27 (Conflicts), Clause 28 (Invalidity), Clause 29 (Communications),
Clause 30 (Service of Process), Clause 31 (Counterparts) and Clause 32 (Governing Law
and Jurisdiction).

“ Swedish FDI Condition ”
means that the notification filed with the Swedish Inspectorate of Strategic Products in respect of the Transaction and under the Swedish
Foreign Direct Investment Screening Act (Sw: Lag om anmälan och granskning av utländska direktinvesteringar) has been
closed without further action.

| | 13 | |

“ Tax ” includes all
taxes, duties (including stamp duties), imposts, contributions, withholdings, deductions, charges, levies and sums in the nature of the
foregoing or sums payable to any Tax Authority on account of the foregoing, in each case wherever and whenever imposed, charged or demanded
and whether or not primarily payable by, or attributable directly or primarily to, a Group Company or any other person and all charges,
interest, fines, penalties and surcharges relating to the same.

“ Tax Assessment ”
means any claim, notice, demand, assessment, self-assessment, letter or other document issued or action taken by or on behalf of a Tax
Authority or any other person from which it appears that a Group Company may be subject to a Tax Liability in respect of which the Seller
may be liable to the Buyer under a Tax Indemnity Claim.

“ Tax Authority ”
means HMRC, the United States Internal Revenue Service and any other governmental, state, federal, local, foreign or other fiscal, revenue,
customs or excise authority, department, agency, body or office whether in the United Kingdom, the United States or elsewhere in the
world having authority or jurisdiction for any Tax purpose.

“ Tax Claim ” has
the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations).

“ Tax Indemnity Claim ”
has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations).

“ Tax Liability ”
means a liability to pay an amount of, or in respect of, Tax.

“ Tax Return ” has
the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax).

“ Trade Control Laws ”
means all applicable statutory, regulatory, and licensing requirements related to export controls, trade embargoes, boycotts, imports
of goods and payment of custom duties of any jurisdiction applicable to the Group Companies including without limitation the United Kingdom,
European Union and United States.

“ Transaction ” means
the transaction contemplated by this Agreement (or any part of that transaction).

“ Transaction Bonus ”
means any transaction bonus or similar payment expressly agreed in writing between the Buyer and the Seller prior to Completion.

“ Transaction Documents ”
means this Agreement, the Disclosure Letter, the Shareholder Agreement, the Supplemental Disclosure Letter and the Bank Pay Off Letters
(if the Buyer has made an election under Clause 7.7).

“ Trapped Cash ” has
the meaning given to it in Part 2 of Schedule 10 (Contents of the Completion Statements).

“Turkish
Merger Control Condition ” means either (i) the issuance of a decision by the Turkish Competition Board pursuant
to Article 10 of Law No. 4054 on the Protection of Competition and the Communique No. 2010/4 on the Mergers and Acquisitions
Calling for the Authorisation of the Competition Board stating that the Transaction is not subject to notification, or approving the
Transaction, either unconditionally or subject to the satisfaction of certain conditions required by the Turkish Competition Board; or
(ii) the statutory waiting period of 30 days specified in Article 10 of the Law No. 4054 on the Protection of Competition
having expired without the Turkish Competition Board responding to or taking any action in relation to the notification made regarding
the Transaction.

| | 14 | |

“ UK Data Protection Laws ”
has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading).

“ UK GDPR ” has the
meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading).

“ UK Leased Properties ”
means the Leased Property located in the United Kingdom, and “UK Leased Property” means any of them.

“ UK Owned Properties ”
means Owned Property located in the United Kingdom, and “ UK Owned Property ” means any of them.

“ UK Properties ”
means the UK Owned Properties and the UK Leased Properties, and “UK Property” means any of them.

“ Union ” means a
union, labor organisation, works council, or other person purporting to represent any employee (or group of employees) as their exclusive
bargaining representative.

“ US Disclosed Schemes ”
has the meaning given to it in paragraph 7(a) of Schedule 6, Part 7 (Pensions).

“ VAT ” has the meaning
given to it in paragraph 1 of Schedule 6, Part 9 (Tax).

“ VATA ” has the meaning
given to it in paragraph 1 of Schedule 6, Part 9 (Tax).

“ WARN Act ” means
the United States Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder and any similar state
or local Law.

“ Warranties ” means
the Business Warranties and the Fundamental Warranties.

“ Working Capital ”
means the working capital of the Group as determined in accordance with Schedule 10 (Completion Statements).

| | 1.2 | In this Agreement, unless otherwise stated: |

| | (a) | reference to this “ Agreement ”
is to this agreement as varied, supplemented, novated or replaced from time to time; |

| | (b) | reference to a document or a provision
of a document is to that document or provision as varied, supplemented, novated or replaced
from time to time; |

| | (c) | reference to a document being in “ agreed
form ” means, in relation to any document, the form of that document which has been
initialled for the purpose of identification, or otherwise agreed in writing, by the Buyer
and the Seller or on their behalf by their solicitors; |

| | 15 | |

| | (d) | reference to a statute or statutory provision
includes a reference to: |

| | (i) | any statutory amendment, consolidation or
re-enactment of it (whether made before or after the date of this Agreement); |

| | (ii) | all orders, regulations, instruments or
other subordinate legislation (as defined in section 21(1) of the Interpretation Act
1978) made under it (whether made before or after the date of this Agreement); and |

| | (iii) | any statute or statutory provision of
which it is an amendment, consolidation or re-enactment; |

| | (e) | reference to a “ party ”
is to a party to this Agreement and includes a reference to that party’s successors
and permitted assignees; |

| | (f) | reference to a “ person ”
includes a legal or natural person, partnership, association, trust, company, corporation,
joint venture, government, state or agency of the state or other body; |

| | (g) | reference to a governmental, regulatory
or administrative authority or other agency or body that ceases to exist or is reconstituted,
renamed or replaced or has its powers or function removed, means the agency or body which
performs most closely the functions of that authority, agency or body; |

| | (h) | reference to a Clause or Schedule or Appendix
or attachment is to a Clause of, or Schedule, Appendix or attachment to, this Agreement and
any reference to this Agreement includes its Schedules, Appendices and attachments; |

| | (i) | the terms “ financial year ”,
“ parent undertaking ” , “ subsidiary undertaking ”
and “ undertaking ” (and, unless the context otherwise requires, other terms
used in this Agreement that are defined in the Companies Act 2006) shall be interpreted in
accordance with the Companies Act 2006; |

| | (j) | the term “ connected person ”
has the meaning given to it in section 1122 Corporation Tax Act 2010 and any references to
persons being “ connected ” shall have a corresponding meaning; |

| | (k) | any reference to “ to the extent
that ” shall mean “to the extent that” and not solely “if”,
and similar expressions shall be construed in the same way; and |

| | (l) | reference to the time of day is to the
time in London. |

| | 1.3 | In this Agreement the interpretation of general
words shall not be restricted by words indicating a particular class or particular examples
and “ including ” means “including without limitation”. |

| | 1.4 | Each of the Warranties is separate and independent
and without prejudice to the other Warranties and, except where expressly stated otherwise,
the meaning and extent of any Warranty or any part of it shall not be qualified or limited
by any other Warranty or any other part of a Warranty or by any other provision in a Transaction
Document. |

| | 1.5 | The headings in this Agreement are for ease
of reference only and are to be ignored when interpreting this Agreement. |

| | 16 | |

| | 1.6 | In the Warranties (and otherwise, where the
context requires), as regards the operations or presence of any Group Company outside of
England and Wales, and regardless of the references that may be made in the Warranties to
the statutory provisions or legal or accounting principles or legal terms applying under
laws other than English law or references to governmental, regulatory or administrative authority
or other body or agency outside of the United Kingdom: |

| | (a) | references to a statutory provision or
to a legal or accounting principle applying under English law shall be treated as including
references to the nearest corresponding provision or principle in the local jurisdiction; |

| | (b) | references to any English legal term for
any action, remedy, method of judicial proceeding, legal document, legal status, court, official
or any legal concept or thing shall, in respect of any jurisdiction other than England, be
deemed to include what most nearly approximates in that jurisdiction to the English legal
term; and |

| | (c) | references to a governmental, regulatory
or administrative authority or other body or agency in the United Kingdom shall be treated
as including references to the nearest equivalent governmental, regulatory or administrative
authority or other body or agency in that jurisdiction. |

| | 1.7 | With respect to any document referred to in
this Agreement as being in the agreed form, but which is not in the agreed form as at the
date of this Agreement, the parties shall (in each case acting reasonably and in good faith)
use all reasonable endeavours to agree the form of such documents as soon as practicable
following the date of this Agreement, including agreeing the form thereof with any relevant
third parties, and in any event so as to enable Completion to occur before the Long Stop
Date or Extended Long Stop Date (as applicable). |

| | 2 | Sale
and Purchase |

| | 2.1 | On and subject to the terms of this Agreement,
the Seller agrees to sell, and the Buyer agrees to purchase, the legal and beneficial title
to the Shares. |

| | 2.2 | The Shares
shall be sold at and with effect from Completion free from all Encumbrances and together
with all rights attached to or accruing to them at Completion, except as provided in the
Shareholder Agreement. |

| | 2.3 | The Buyer is not obliged to complete the purchase
of any of the Shares unless the purchase of all of the Shares is completed simultaneously. |

| | 3 | Consideration |

| | 3.1 | The Consideration is the Consideration Cash
together with the Consideration Shares, subject to adjustment in accordance with the provisions
of Clause 5 (Adjustments to Consideration). |

| | 17 | |

| | 3.2 | Subject always to Clause 5 (Adjustments
to Consideration), the Buyer shall pay or otherwise satisfy the Provisional Payment
as follows: |

| | (a) | by the allotment of the Consideration
Shares on Completion to the Seller or, at the Seller’s direction, the Seller Nominee;
and |

| | (b) | the payment of the Consideration Cash
on Completion to the Seller’s Account. |

| | 3.3 | The Consideration Shares shall, when issued
in accordance with the terms of this Agreement, be duly authorised, validly issued, fully
paid and non-assessable shares of ESCO Stock. |

| | 3.4 | The Buyer’s obligation to pay any sum
or deliver anything to the Seller shall be satisfied by it paying that sum or delivering
that thing to the Seller. |

| | 4 | Signing
Obligations |

Immediately upon signing this Agreement, the Buyer and Seller shall comply with their respective obligations in Schedule 3 (Signing formalities).

| | 5 | Adjustments
to Consideration |

| | 5.1 | The Consideration shall be subject to adjustment
as follows: |

| | (a) | if Net Debt is a positive amount (i.e.
Debt exceeds Cash), the Consideration shall be reduced (on a US dollar for US dollar basis)
by an amount equal to Net Debt; or |

| | (b) | if Net Debt is a negative amount (i.e.
Cash exceeds Debt), the Consideration shall be increased (on a US dollar for US dollar basis)
by an amount equal to the amount by which Cash exceeds Debt; and |

| | (c) | if Working Capital is less than Normalised
Working Capital, the Consideration shall be reduced by an amount equal to the deficit; or |

| | (d) | if Working Capital is greater than Normalised
Working Capital, the Consideration shall be increased by an amount equal to the excess. |

| | 5.2 | Following Completion, the Completion Statements
shall be prepared and agreed or determined in accordance with Schedule 10 (Completion
Statements) in order to ascertain Net Debt and Working Capital and, accordingly,
the amount of the Consideration and: |

| | (a) | if the Consideration exceeds the Provisional
Payment, the Buyer shall pay the Seller in cash an amount equal to the excess; or |

| | (b) | if the Consideration is less than the
Provisional Payment, the Seller shall pay the Buyer in cash an amount equal to the shortfall, |

in either case within ten Business
Days after the Completion Statements have been agreed or determined in accordance with Schedule 10 (Completion Statements).

| | 6 | Conditions |

| | 6.1 | Completion is conditional on: |

| | (a) | the HSR Act Condition: |

| | (i) | in furtherance and not in limitation of
the other terms of this Clause 6 (Conditions), each of the parties
shall, as promptly as practicable (but in no event later than 10 Business Days, unless agreed
to by both Buyer and Seller) after the date of this Agreement, prepare and file with the
United States Federal Trade Commission (the “ FTC ”) and the United States
Department of Justice (the “ DOJ ”) the notification and report forms required
under the HSR Act (provided, that if any such office is closed or not accepting filings under
the applicable statute on the 10th Business Day after the date hereof (a “ Closure ”),
such 10 Business Day period shall be extended day-for-day, for each Business Day such Closure
is in effect); |

| | 18 | |

| | (ii) | the parties shall submit as soon as practicable
and advisable any supplemental or additional information that may be requested by the FTC
and the DOJ and by any other Governmental Entity in connection with such filings, and shall
comply in all material respects with all applicable Merger Control Laws relating thereto,
and without prejudice to Clause 6.3 each party shall use its reasonable best efforts to promptly
take or cause to be taken any and all other actions necessary, proper, or advisable to avoid,
eliminate, or resolve each and every impediment and obtain all clearances, consents, approvals,
authorizations, expirations of waiting periods and waivers that may be required, including
defending, contesting, or litigating any action or order preventing Completion, so as to
enable the parties to cause the Completion to occur prior to the Long Stop Date or Extended
Long Stop Date (as applicable); provided, that no party shall enter into any agreement with
any Governmental Entity not to consummate the transactions contemplated by this Agreement
without the prior written consent of the other party; and |

| | (iii) | Without prejudice to Clause 6.3, the Buyer
and Seller shall use their reasonable best efforts to take, or cause to be taken, all actions
that are customarily and reasonably undertaken to obtain clearance under the HSR Act so as
to enable the Completion to occur. |

| | (b) | CFIUS Condition: |

| | (i) | in furtherance and not in limitation of
the other terms of this Clause 6 (Conditions), Buyer and Seller agree
to submit as promptly as reasonably practicable (but in no event later than 20 Business Days,
unless agreed to by both Buyer and Seller) after the date of this Agreement, a draft Notice
with respect to the Transaction, and, as promptly as reasonably practicable after addressing
any comments received from CFIUS concerning the draft Notice, submit a joint Notice to CFIUS
pursuant to the DPA with respect to the Transaction. Each of the parties shall respond to
any request for information from CFIUS in the timeframe required under the DPA; provided,
however, that the parties, after consultation with each other, may request in good faith
an extension of time pursuant to 31 C.F.R. § 800.504(a)(3) to respond to CFIUS
requests for follow-up information; provided, further, that under no circumstance may a party
request any extension that causes CFIUS to reject the Notice filed by Buyer or Seller; |

| | (ii) | Buyer and Seller shall use their reasonable
best efforts to take, or cause to be taken, all actions that are customarily and reasonably
undertaken to obtain CFIUS Approval so as to enable the Completion to occur; |

| | (iii) | in connection with any CFIUS review or
investigation and without limiting the other provisions of this Section, Buyer and Seller
shall (i) cooperate in all respects and consult with each other in connection with the
preparation and consideration of the Notice, including by allowing the other party to have
an opportunity to review in advance and comment on drafts of filings and submissions, subject
to redactions for business confidential information, and (ii) promptly inform the other
party of any communication made to, or received by such party from, CFIUS (including members
of its staff) regarding the CFIUS Approval or the Transaction, excluding any confidential
or competitively sensitive information included in such communication. Prior to initiating
communication with CFIUS (including members of its staff), whether or not in writing, each
party shall permit counsel for the other party a reasonable opportunity to review and provide
comments thereon, and consider in good faith the views of the other party in connection with,
any such communication; provided, that such communications with CFIUS are not confidential;
and |

| | 19 | |

| | (iv) | without limiting the generality of the
foregoing, the Seller shall, and shall procure that each of its direct and indirect beneficial
owners, affiliates and Associates shall: (i) promptly provide CFIUS with all information,
documentation and certifications required in connection with the CFIUS review or investigation
of the Transaction, including complete and accurate information regarding the identity, nationality,
domicile and ownership interests of each direct and indirect beneficial owner of the Seller
at any level of ownership (it being acknowledged that the Buyer does not have full visibility
into the Seller’s beneficial ownership structure); (ii) cooperate fully and in
good faith with CFIUS and the Buyer in connection with the Notice and any supplemental submissions,
and respond promptly and completely to any request for information or follow-up inquiry from
CFIUS; (iii) accept and implement mitigation measures or conditions that CFIUS may impose
as a condition of CFIUS Approval related to supply chain assurances, access to information
regarding U.S. Government contracts, or restrictions on the identity of Seller’s representative
on the board of directors of the Buyer; and (iv) take all further steps and execute
all further documents as may be necessary or reasonably requested by the Buyer or CFIUS to
facilitate the obtaining of CFIUS Approval at the earliest possible opportunity except accept
mitigation measures not described in (iii). |

| | (c) | FOCI Conditions: |

| | (i) | each of Buyer, Seller and Group Companies
agrees to cooperate and to use reasonable best efforts (i) to submit, as promptly as
reasonably practicable and advisable after the date of this Agreement all applicable and
required notices to DCSA pursuant to the NISPOM and (ii) submit a Commitment Letter
describing the intention to fully comply with the proscribed terms of the Security Control
Agreement or other instrument required by DCSA immediately upon acquisition no later than
the submission of the final filing in connection with the CFIUS Approval as set forth in
Clause 6.3. All security measures applicable to the Buyer as required by the Security
Control Agreement or other instrument required by DCSA shall apply to the Group Companies
immediately upon consummation of the Transaction. A copy of this Agreement shall be forwarded
to DCSA; and |

| | 20 | |

| | (ii) | Seller shall, and shall procure that each
of its direct and indirect beneficial owners, affiliates and Associates shall: (i) accept
and implement mitigation measures or conditions that DCSA may impose as a condition of satisfying
the FOCI Condition related to supply chain assurances, access to information regarding U.S.
Government contracts, or restrictions on the identity of Seller’s representative on
the board of directors of the Buyer; and (ii) take all further steps and execute all
further documents as may be necessary or reasonably requested by the Buyer or DCSA to facilitate
the satisfying of the FOCI Condition at the earliest possible opportunity except accept mitigation
measures not described in (i). |

| | (d) | the Ex-US Merger Control and FDI Conditions: |

| | (i) | each of Buyer and Seller agrees to cooperate
and to use reasonable best efforts to submit, as promptly as reasonably practicable and advisable
after the date of this Agreement all applicable and required notices, applications, information
and documents to satisfy the Ex-US Merger Control and FDI Conditions. |

| | 6.2 | If,
at any time prior to Completion, any FDI Authority takes any action in connection with the
Transaction (including, without limitation, initiating or commencing any review, screening,
or investigation, requesting or requiring any information or documents, issuing any interim
order or direction, calling in the Transaction for scrutiny, or requiring any FDI Filing
to be made), then obtaining FDI Approval from each such FDI Authority shall become a Condition
for the purposes of this Clause 6 (the “ FDI Condition ”). For the
avoidance of doubt, the FDI Condition shall be deemed to have been satisfied in circumstances
where no FDI Authority has taken any action of the type described in this paragraph in connection
with the Transaction at any time prior to Completion. |

| | 6.3 | Notwithstanding anything in this Agreement
to the contrary, the Buyer shall take all steps necessary to satisfy the Conditions, including
by offering to any Governmental Entity (and not withdrawing) any undertakings that may from
time to time be necessary or desirable in order to obtain the relevant clearances at the
earliest possible opportunity, and accept any undertakings that may be imposed by any Governmental
Entity as a condition for obtaining such clearances. For the avoidance of doubt, such undertakings
may include the divestment of, or behavioural undertakings relating to, all or part of any
business, activities or assets of any enterprise that is controlled by or affiliated with
the Buyer’s Group or any of the Group Companies. The Buyer shall use its best efforts
to perform any such undertakings that are offered to and accepted by, or imposed by, any
Governmental Entity. |

| | 6.4 | The Buyer shall be responsible for devising
and implementing the strategy with respect to all matters relating to the satisfaction of
the HSR Act Condition (including with respect to “pulling and refiling” its filing
under the HSR Act), and shall take the lead in all meetings and communications with any Governmental
Entity in connection with the same, subject to taking due consideration of any reasonable
comments which the Seller and its advisers may have regarding any related notification, submission,
response or other communication to a Governmental Entity. |

| | 6.5 | The Buyer and Seller shall cooperate fully
for the purpose of satisfying the Conditions and shall ensure that all information and any
documents necessary for the making of any notifications or filings (or for responding to
any enquiries or requests for information or for attending any meetings or hearings) are
supplied promptly and are accurate and complete in all material respects. |

| | 21 | |

| | 6.6 | The
Buyer and Seller shall promptly notify the other respective party sufficiently in advance
(and provide copies or, in case of non-written communications, details) of any notification,
submission, response or other communications it proposes to make or submit to any Governmental
Entity in connection with the satisfaction of the Conditions, and shall take due consideration
of any reasonable comments which the other party and its advisers may have regarding any
such notification, submission, response or other communication. |

| | 6.7 | The
Buyer and Seller shall cooperate and regularly review the progress of any notifications or
filings in connection with the satisfaction of the Conditions, keep the other respective
party fully informed on a timely basis of all material developments with respect to the satisfaction
of the Conditions, and permit the other respective party (or its advisers) to attend
all meetings with any Governmental Entity (unless prohibited by the Governmental Entity). |

| | 6.8 | The Buyer shall be responsible for paying
all filing fees payable to any Governmental Entity in connection with any notifications or
filings required to satisfy the Conditions, other than the fees of and payments to each party’s
(or any member of the Seller’s Group’s or the Buyer’s group’s) legal
or other professional advisers, provided that in respect of any filing fees payable under
the HSR Act, each party shall bear the filing fees where it is the “acquiring party”
under the HSR Act, and other than any filing fees payable in respect of the CFIUS Condition,
the Bulgarian FDI Condition, the Finnish FDI Condition and the Italian FDI Condition which
shall be for the account of the Seller. |

| | 6.9 | Each party may, with written agreement of
the other party, waive any Condition. |

| | 6.10 | If the Conditions are not satisfied (or become
incapable of being satisfied) or (where applicable) have not been waived in accordance with
Clause 6.9 on or before the Long Stop Date or Extended Long Stop Date (as applicable), either
party may terminate this Agreement by notice to the other and no party shall have any claim
under this Agreement except in respect of any rights and liabilities which have accrued in
consequence of a breach of this Agreement before termination or under of any of the Surviving
Provisions. |

| | 6.11 | If,
at the date that would otherwise be the Long Stop Date, any Condition remains unsatisfied,
the Long Stop Date shall automatically be extended until the date falling eighteen (18) months
after the date of this Agreement (or such later date as the parties hereto may agree in writing), |

(the Long Stop Date, as so extended,
being the “ Extended Long Stop Date ”).

| | 6.12 | During
any period of extension pursuant to Clause 6.11, the obligations of the parties under
this Agreement shall continue in full force and effect, and the Buyer and Seller shall provide
such cooperation and assistance as the other party may reasonably request in connection with
the satisfaction of the Conditions and any related proceedings. |

| | 7 | Pre-Completion &
Termination |

| | 7.1 | Until the earlier of Completion and the termination
of this Agreement in accordance with its terms, the Seller shall (subject only to Clause 7.2): |

| | (a) | procure that the business of each Group
Company is carried on in the usual course of trading consistent with past practice; and |

| | 22 | |

| | (b) | procure that no Group Company shall do,
or agree or commit to do, any of the things specified in Schedule 2 (Reserved Matters). |

| | 7.2 | Nothing in Clause 7.1 shall impose any
obligation on the Seller to prevent or restrict: |

| | (a) | any Group Company from doing or omitting
to do anything required for the performance of any contract entered into prior to the date
of this Agreement; |

| | (b) | any Group Company from doing or omitting
to do anything required in order to comply with any applicable law or regulation; |

| | (c) | any Group Company from entering into or
amending, varying, extending, renewing or terminating in the ordinary course of business
any contract or commitment, or entering into a new contract or commitment on broadly comparable
terms in place of a contract or commitment which has expired or is due to expire prior to
the date of Completion; |

| | (d) | any matter reasonably undertaken in an
emergency or disaster situation or other serious incident or circumstance (including taking
any measures reasonably required by applicable law or directive of a Government Agency) with
the reasonable and bona fide intention of minimising any adverse effect thereof and, where
reasonably practicable, following consultation with the Buyer; |

| | (e) | the completion or performance of actions
which are reasonably necessary to discharge any obligations undertaken pursuant to any legal
or regulatory obligation or to comply with a request by any applicable Government Agency
or pursuant to any contract, arrangement, licence, permits, approvals, authorisations, certificates,
confirmations, or consents entered into by or relating to the Group Companies prior to the
date of this Agreement, provided that the Seller shall use all reasonable endeavours to promptly
notify the Buyer of any material action taken or proposed to be taken pursuant to this exception; |

| | (f) | any Group Company entering into a real
estate lease renewal or alternative lease in the ordinary course of its business on terms
substantially the same as the existing lease and for a rent not exceeding the rent under
the preceding lease by more than 30%; |

| | (g) | the engagement with the trustee of the
DB Scheme in relation to the Transaction or matters relating to the Transaction or contemplated
by this Agreement, provided that the Seller shall keep the Buyer reasonably informed of any
material discussions with such trustee and shall obtain the Buyer’s prior written consent
(not to be unreasonably withheld or delayed) before agreeing any commitments that could reasonably
be expected to affect the financial position of any Group Company; |

| | (h) | the hiring of any supply chain and operations
consultants up to an annual cost of $500,000 per consultant for the purpose of identifying
operational improvement activities across the Group; |

| | (i) | any increase in basic salary or bonus
of any employee (who is not a Key Employee) in the ordinary and usual course substantially
in accordance with past practice; |

| | 23 | |

| | (j) | any matter, action or expenditure undertaken
or incurred at the written request or the prior written consent of the Buyer given expressly
for the purposes of this Clause; |

| | (k) | any matter, action or expenditure specifically
provided for in, required, or contemplated by, or made pursuant to, or in order for the Seller
to comply with its obligations under any Transaction Document; |

| | (l) | [***]; |

| | (m) | [***]; |

| | (n) | [***]; and |

| | (o) | the agreement or commitment (whether conditional
or not) by any member of the Seller’s Group to do or procure the doing of any of the
things set out in Clauses 7.2(a) to 7.2(n) (inclusive). |

| | 7.3 | If
the Buyer’s approval is sought for the purpose of Clause 7.2 or Schedule
2 (Reserved Matters): |

| | (a) | the Seller may seek such consent by written
notice delivered via e-mail to the Buyer in accordance with Clause 29 (Communications);
and |

| | (b) | the Buyer’s approval shall be deemed
to have been given to the Seller if such approval has neither been granted nor denied by
the Buyer within five Business Days of the Buyer having been notified of the request for
approval in accordance with this Clause 7.3. |

| | 7.4 | Until Completion: |

| | (a) | the Seller shall at the Buyer’s
cost provide the Buyer and its agents and representatives with: (i) such information
regarding each Group Company as the Buyer shall reasonably request regarding the actual financial
performance of the business of each Group Company, including monthly management accounts,
profit and loss statements, balance sheets, cash flow statements, backlog and orders (to
be provided promptly at the end of each month, but in any event not later than fifteen (15)
Business Days after the end of each month); and (ii) reasonable access to the Properties
and to the material books, records, documents and senior executives of each Group Company
as the Buyer may reasonably request, but excluding any information the Seller deems, acting
reasonably, to be commercially sensitive; and |

| | (b) | the Buyer shall, at the Seller’s
cost and following a written request from the Seller, provide the Seller and its agents and
representatives with: (i) financial information for the period following the date of
this Agreement which is consistent with the format and content of information that was provided
to the Seller prior to the date of this Agreement and (ii) responses to any other reasonable
information requests which represent an update to information that was provided prior to
the date of this Agreement, but in any event excluding any information the Buyer deems, acting
reasonably, to be commercially sensitive or which cannot be disclosed due to a regulatory
restriction. |

| | 24 | |

| | 7.5 | In the period prior to Completion the Seller
shall not, and shall procure that no member of the Seller’s Group, nor any of its or
their respective (i) directors, officers or managing directors or (ii) employees
who have received information about the Transaction other than internal or external communications
about the Transaction by the Seller or the Buyer that do not include material non-public
information regarding the Buyer or the Transaction, shall, directly or indirectly, without
the prior written consent of the board of directors of the Buyer: |

| | (a) | acquire, agree to acquire, propose, seek
or offer to acquire, any securities or assets of the Buyer or any of its subsidiaries; |

| | (b) | enter, agree to enter, propose, seek or
offer to enter into any merger, business combination, recapitalisation, restructuring or
other extraordinary transaction involving the Buyer or any of its subsidiaries; |

| | (c) | make, or in any way participate or engage
in, any (i) submission of any shareholder proposals or notice of nomination or other
business for consideration at a meeting of the Buyer’s shareholders; (ii) vote
in opposition to directors nominated by the board of directors of the Buyer, (iii) solicitation
of proxies to vote any voting securities of the Buyer or (iv) other activities that
involve initiating proxy contests; |

| | (d) | form, join or in any way participate in
a “group” (within the meaning of Section 13(d)(3) of the Exchange Act)
with an unaffiliated third party with respect to any voting securities of the Buyer; |

| | (e) | otherwise act, alone or in concert with
others, to seek to control or influence the management or the policies of the Buyer, other
than routine shareholder engagement; |

| | (f) | disclose any intention, plan or arrangement
prohibited by, or inconsistent with, the foregoing; or |

| | (g) | advise, assist or encourage or enter into
any discussions, negotiations, agreements or arrangements with any other persons in connection
with the foregoing. |

| | 7.6 | Subject to Clauses 7.1, 7.2 and Schedule 2,
in the period prior to Completion the Seller shall not, and shall procure that no member
of the Seller’s Group, nor any of its or their respective officers, managing directors,
employees, agents, advisers, and representatives shall, directly or indirectly: |

| | (a) | solicit proposals from any person in relation
to a Restricted Transaction or respond to any approach by a person which might reasonably
be anticipated to lead to a Restricted Transaction; |

| | (b) | participate in, prepare or make arrangements
for, discussions or negotiations with any third party in relation to a Restricted Transaction; |

| | (c) | provide or otherwise make available information
to any third party for a purpose which includes enabling it to evaluate, or decide whether
to make an offer in connection with or otherwise pursue, a Restricted Transaction; |

| | 25 | |

| | (d) | enter into, agree to enter into or make
any arrangement relating to any Restricted Transaction; or |

| | (e) | grant access to any of the properties
of the Company or any member of the Group to any person contemplating a Restricted Transaction
or to any mortgagee, surveyor, valuer or other person acting on their behalf; |

and shall promptly notify the Buyer
in writing upon becoming aware of any approach in relation to a Restricted Transaction. The Seller waives any right to oppose the granting
of any equitable relief (including injunctive relief) which the Buyer may seek in relation to a threatened or actual breach of Clause 7.6.

| | 7.7 | If requested
by the Buyer, in the period prior to Completion, the Seller shall procure (to the extent
that it is legally able to do so) that as soon as reasonably practicable after the date of
this Agreement, but in any event no later than the latest date permitted under the Bank Loan
to serve a prepayment notice enabling the Bank Loan to be voluntarily prepaid and cancelled
in full on Completion, the relevant Group Company serves prepayment notices in accordance
with the terms of each Bank Loan (or, as the case may be, a consensual agreement is reached
with the lenders under the Bank Loan) to enable each Bank Loan to be prepaid and cancelled
in full on Completion, and for the Bank Pay Off Amount to be determined as at, and to be
settled on, Completion, and the Buyer is kept informed, including by it or its legal advisers
being copied on all material relevant correspondence, about the progress of such matters. |

| | 7.8 | No later than 3 Business Days before the date
scheduled for Completion, the Seller shall deliver to the Buyer a draft of the Supplemental
Disclosure Letter (if any). |

| | 7.9 | The Buyer may (in addition to and without
affecting any other right or remedy available to it) terminate this Agreement with immediate
effect by notice to the Seller or the Seller’s Solicitors if on or before Completion: |

| | (a) | the Seller is in breach of any of the
Fundamental Warranties or would be when they are given on Completion (or if they were given
at any time before Completion) by reference to the facts and circumstances then existing;
or |

| | (b) | it appears (including by way of any facts,
matters or circumstances disclosed in the Supplemental Disclosure Letter) that: |

| | (i) | the Seller is in breach of any provision
of Clause 7 (Pre-Completion & Termination) or any other obligation
of the Seller under this Agreement which cannot be remedied or (if capable of remedy) has
not been remedied to the Buyer’s reasonable satisfaction and; or |

| | (ii) | any of the Warranties as given on the date
of this Agreement (or if they were given at any time before or on Completion by reference
to the facts and circumstances then existing), or any disclosure in the Disclosure Letter,
is or may become inaccurate or misleading in any way, |

which, in the case of any breach of
the Fundamental Warranties, gives rise to a liability in excess of $100,000 (whether alone or in aggregate)(the “ Fundamental
Cap ”), and in all other cases (as regards any such breach, inaccuracy or misleadingness) gives rise to a Material Liability
(whether alone or in aggregate).

| | 26 | |

| | 7.10 | For
the purposes of Clause 7.9 something gives rise to a Material Liability if it cannot be remedied
or (if capable of remedy) has not been remedied to the Buyer’s reasonable satisfaction
and (alone or in aggregate): |

| | (a) | gives or may give rise to a liability
of the Seller under this Agreement (disregarding for this purpose any minimum claim amount,
financial threshold or cap on liability in this Agreement and any matter disclosed in the
Supplemental Disclosure Letter) in an amount equal to at least 20% of the Consideration;
or |

| | (b) | it has or may have a material adverse
effect on the Group including on its reputation, net assets, turnover, profitability or financial
position of the Group (regardless of whether or not any related loss or damage is covered
by insurance) and shall be deemed to include a reasonably anticipated reduction of net assets
and/or EBITDA for the prior 12 months (“ 12 Month EBITDA”), such reduction
representing an amount equal to at least 25% of 12 Month EBITDA or |

| | (c) | it has or may result in a Loss to be suffered
or incurred by a Group Company or the Buyer (including a diminution in value of the Shares)
in an amount equal to at least 20% of the Consideration. |

| | 7.11 | The
Seller shall promptly notify the Buyer of anything which may constitute any fact, circumstance,
change, effect, development, event, breach or other matter within the scope of Clause
7.9 which, in the case of any breach of the Fundamental Warranties, gives rise to a liability
in excess of the Fundamental Cap, and in all other cases gives rise to a Material Liability. |

| | 7.12 | In the period prior to Completion, at the
Buyer’s cost, the Seller shall and shall procure that the Group Companies shall use
commercially reasonable efforts to provide to the Buyer such customary cooperation reasonably
requested by the Buyer in connection with (a) arranging, obtaining and syndicating the
financing contemplated by the Debt Financing Documentation and (b) causing the conditions
in the Debt Financing Documentation to be satisfied. |

| | 7.13 | The Seller shall not, and shall procure that
no Group Company shall, take any action which would reasonably be expected to delay, impede
or prejudice the arrangement, syndication or funding of the Debt Financing. |

| | 7.14 | Notwithstanding anything herein to the contrary,
the parties to this Agreement hereby agree that: |

| | (a) | no Debt Financing Source shall have any
liability hereunder (whether in contract or in tort, at law or in equity, or granted by statute)
for any claims, causes of action, obligations or losses, costs or expenses arising under,
out of, in connection with or related in any manner to this Agreement or based on, in respect
of or by reason of this Agreement or its negotiation, execution, performance or breach (provided
that nothing in this Clause 7.14 shall limit the liability or obligations of the Debt Financing
Sources under the Debt Financing Documentation or the definitive documents governing any
Debt Financing provided by any such person to the Buyer), and any such claims, causes of
action, obligations or any related losses, costs or expenses are hereby waived, disclaimed
and released in full; |

| | (b) | only the Buyer (including its permitted
successors and assigns under the Debt Financing Documentation) and the other parties to the
Debt Financing Documentation at their own direction shall be permitted to bring any claim
against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing
pursuant to the terms of the Debt Financing Documentation or the definitive documents governing
any Debt Financing; |

| | 27 | |

| | (c) | if, despite the foregoing Clauses (a) and
(b) any claim, charge, action, cause of action, demand, lawsuit, arbitration, audit,
notice of violation, proceeding, litigation, or investigation of any nature, civil, criminal,
administrative, regulatory, or otherwise, whether at law or in equity (an “ Action ”)
is brought against any of the Debt Financing Sources, such Action will be governed by the
laws of the state of New York (without giving effect to any conflicts of law principles that
would result in the application of the laws of another state), and each of the parties hereto
agrees that it will not bring or support any Action (whether at law, in equity, in contract,
in tort or otherwise) against the Debt Financing Sources in any way relating to this Agreement
or any of the transactions contemplated by this Agreement, including any dispute arising
out of or relating in any way to the Debt Financing Documentation or the definitive documents
governing any Debt Financing, or the performance thereof, in any forum other than the United
States District Court for the Southern District of New York, sitting in the Borough of Manhattan
(or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New
York sitting in the Borough of Manhattan), or any appellate court thereof (and irrevocably
waives, to the fullest extent permitted by applicable law, any objection that it may now
or hereafter have to the laying of the venue of any such Action in any such court or that
any such Action brought in any such court has been brought in an inconvenient forum); and |

| | (d) | such party hereby waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by jury in respect of
any suit, action or other proceeding arising out of this Agreement or the transactions contemplated
by this Agreement, including but not limited to any dispute arising out of or relating to
the Debt Financing Documentation or the definitive documents governing any Debt Financing
or the performance thereof. No amendment, termination or waiver of this Clause 7.14 or the
definitions of “Debt Financing”, “Debt Financing Documentation” or
“Debt Financing Sources” (or any other provision of this Agreement which shall
have the effect of modifying, terminating or waiving this Clause 7.14 or such definitions)
in a manner that is adverse to any Debt Financing Source shall be effective without the prior
written consent of the Debt Financing Sources party to the Debt Financing Documentation.
The parties hereto expressly confirm their agreement that the Debt Financing Sources shall
be entitled to rely on and enforce the provisions of this Clause and shall be express third-party
beneficiaries with respect to each such clause or definition. This Clause 7.14 shall, with
respect to the matters referenced herein, supersede any provision of this Agreement to the
contrary. |

| | 7.15 | In the
period between the date of this Agreement and Completion, the Buyer and the Seller shall
cooperate in good faith to confirm and finalise the structure for the Transaction, including
the structure and identity of any Alternative Buyer and any Seller Nominee and the allocation
of the Consideration among the Group Companies and the Transaction Documents. Neither party
shall implement, or procure the implementation of, any structure for the Transaction without
the prior written consent of the other party (such consent not to be unreasonably withheld,
conditioned or delayed). |

| | 28 | |

| | 8 | Integration
Committee |

| | 8.1 | Within ten (10) Business Days of the
date of this Agreement, the parties shall establish an integration committee (the “ Integration
Committee ”) comprising representatives of the Seller (and/or its nominees), the
Buyer (and/or its nominees) and the Company, each of sufficient seniority and expertise regarding
the matters within the remit of the Integration Committee. Each of the Seller, the Buyer
and the Company may appoint and remove any of its representatives by notice in writing to
the other parties. |

| | 8.2 | The main purposes of the Integration Committee
shall be to facilitate the integration of the Group into the Buyer’s group, including
to: |

| | (a) | prepare and develop a plan setting out
the steps the parties propose to take to ensure the smooth and orderly integration of the
Group following Completion, including any key milestones (the “ Integration Plan ”); |

| | (b) | prior to Completion, determine in good
faith the post-Completion roles of management of the Group with a view to optimising integration
and synergy realisation; and |

| | (c) | monitor the progress of key milestones
as set out in the Integration Plan. |

| | 8.3 | The Integration Committee shall meet (in person,
by telephone or video conferencing) regularly from its establishment until Completion or
such later date as the parties may agree in writing. |

| | 9 | Completion |

| | 9.1 | Not less than five Business Days prior to
Completion the Seller shall provide the Buyer with a notice (the “ Completion Payments
Notice ”) setting out: |

| | (a) | the requisite details (including amount,
payee and account details) of the Bank Pay Off Amount; and |

| | (b) | the amount of the Provisional Payment
and attaching the calculation of Estimated Net Debt and Estimated Working Capital, together
with reasonable detail supporting the calculation of those estimates. |

| | 9.2 | Completion shall take place at the offices
of the Buyer’s Solicitors (or such other venue as the parties shall agree): |

| | (a) | if all Conditions have been satisfied
or waived in accordance with the terms of this Agreement before the 20 th day of
the relevant month, on the last Business Day of that month; or |

| | (b) | if all Conditions have been satisfied
or waived in accordance with the terms of this Agreement on or after the 20 th day of the relevant month, on the last Business Day of the following month, |

(or such other date as the parties
shall agree), provided that if the date on which Completion would otherwise be required to take place pursuant to Clause 9.2(a) or
Clause 9.2(b) above falls in the month of September, Completion shall instead take place on the first Business Day of October in
the same calendar year (or such other date as the parties shall agree).

| | 29 | |

| | 9.3 | On or prior to Completion, the Seller and
the Buyer shall comply with their respective obligations in Schedule 4 (Completion
formalities). |

| | 9.4 | If any of the transactions set out in Schedule
4 (Completion formalities) does not take place as provided in that Schedule,
the Buyer, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance
by the Buyer, may at its election and, in each case, without prejudice to other rights and
remedies: |

| | (a) | proceed to Completion so far as is practicable;
or |

| | (b) | within two Business Days of the date set
for Completion by written notice to the other defer Completion for up to ten Business Days;
or |

| | (c) | following the deferral (if the transactions
have still not taken place) terminate this Agreement in which case the provisions of Clause 20 (Effect
of Termination) shall apply. |

| | 10 | Tax
Indemnity |

| | 10.1 | This Clause 10 shall have effect from Completion
only. |

| | 10.2 | Subject to the provisions of Schedule 7 and
the other provisions of this Clause 10, the Seller covenants to pay to the Buyer an amount
equal to any Tax Liability of a Group Company arising in respect or as a result of: |

| | (a) | a final determination or assessment by,
or agreements or settlement with the German Tax Authorities in respect of periods ending
on or before Completion in consequences of the German Audits; |

| | (b) | income or profits earned, accrued or received
by Megger International Finance Limited in respect of periods ending on or before Completion
being subject to charge under Part 9A (Controlled foreign companies) of the Taxation
(International and Other Provisions) Act 2010 as a result of the denial by HMRC of the "75%
exemption" in section 371ID of that Act; and |

| | (c) | the disallowance of U.S. federal and state
research and development credits claimed on or before Completion in respect of periods ending
on or before Completion, |

in each case together with all costs
and expenses reasonably incurred by any member of the Buyer’s Group in connection with a Tax Liability in respect of which a claim
may be made under this Clause 10.2 or in successfully taking or defending any action under this Clause 10.

Exclusions

| | 10.3 | The Seller shall not be liable for, and the
Buyer shall not be entitled to bring, any Tax Indemnity Claim in respect of any Tax Liability
to the extent that: |

| | (a) | provision, allowance or reserve for the
Tax Liability was made (excluding provision, allowance or reserve for deferred tax) in the
Completion Statements or such Tax Liability was taken into account in computing the amount
of any provision, allowance or reserve in the Completion Statements (excluding provision,
allowance or reserve for deferred tax); |

| | (b) | the Tax Liability was paid or discharged
on or before Completion; |

| | 30 | |

| | (c) | the Tax Liability would not have arisen
but for a voluntary act, transaction or omission of a Group Company or any member of the
Buyer’s Group after Completion and which the Buyer was aware or ought reasonably to
have been aware would give rise to the Tax Liability, but excluding any act: |

| | (i) | carried out pursuant to a legally binding
obligation of a Group Company entered into by a Group Company on or before Completion; |

| | (ii) | carried out pursuant to an obligation imposed
by any law, regulation or requirement having the force of law; or |

| | (iii) | carried out at the written request of
the Seller; or |

| | (d) | the Tax Liability constitutes interest,
penalties, a fine or a charge arising from a failure to pay Tax to a Tax Authority promptly
after the Seller has made a payment of any amount to the Buyer in respect of that Tax Liability
pursuant to a Tax Indemnity Claim; or |

| | (e) | the Tax Liability would not have arisen
or would have been reduced but for a failure of the Buyer or (after Completion) a Group Company
to comply with any of its obligations under this Clause 10. |

Conduct of Tax Indemnity Claims

| | 10.4 | If the Buyer or (after Completion) a Group
Company becomes aware of a Tax Assessment which may give rise to a Tax Indemnity Claim, the
Buyer shall give written notice and reasonable details of it to the Seller as soon as reasonably
practicable (and in any event within ten (10) Business Days), provided that the giving
of such notice shall not be a condition precedent to the Seller’s liability under a
Tax Indemnity Claim. |

| | 10.5 | The Buyer shall take, or procure that a Group
Company takes, such action as the Seller reasonably requests in writing to avoid, resist
or contest a Tax Assessment, but excluding allowing the Seller to take over conduct of any
proceedings arising in connection with the Tax Assessment in the name of the relevant Group
Company and provided that the Seller indemnifies the Buyer and each Group Company to the
Buyer’s reasonable satisfaction against all reasonable out-of-pocket losses, costs,
interest, damages and expenses of taking such actions. |

| | 10.6 | The Buyer shall, or shall procure that the
Group Companies shall: |

| | (a) | keep the Seller informed of all material
developments and provide the Seller with copies of all material correspondence and other
documentation relating to the German Audits and any Tax Assessment; |

| | (b) | ensure that no material correspondence
or other document relating to the German Audits or a Tax Assessment is sent or issued by
the Buyer, any Group Company or their advisers before the Seller has been given an opportunity
to comment thereon, and further shall incorporate any reasonable comments of the Seller made
thereon; and |

| | (c) | make no admission, settlement, agreement
or compromise in respect of the German Audits or a Tax Assessment without the Seller’s
prior written consent, such consent not to be unreasonably withheld or delayed. |

| | 31 | |

| | 10.7 | Neither the Buyer nor any Group Company shall
be obliged to take any action: |

| | (a) | which involves an appeal that cannot be
made without an amount of Tax being paid to the relevant Tax Authority unless the Seller
first pays such amount to the Buyer; or |

| | (b) | which involves an appeal against any Tax
Assessment to an appellate body unless tax counsel of at least 10 years’ relevant experience
advises in writing (after disclosure of all relevant information and documents and having
regard to all the circumstances and information available) that the chances of such appeal
succeeding are greater than the chances of it failing. |

| | 10.8 | The Buyer and any relevant Group Company
shall be free without reference to the Seller to deal with any Tax Assessment in their absolute
discretion if: |

| | (a) | the Seller confirms in writing that it
accepts the Tax Assessment; |

| | (b) | the Seller has not within fifteen Business
Days of receipt of a notice of the Tax Assessment under Clause 10.4 requested that the
Buyer or any Group Company take any action pursuant to Clause 10.5; |

| | (c) | the time limit for the next or final appeal
or judicial review in respect of the Tax Assessment has expired; |

| | (d) | the Seller becomes insolvent or other
steps are taken for the winding up, dissolution, administration or other similar procedure
in relation to the Seller; or |

| | (e) | the Seller fails to fulfil any of its
obligations under this Clause 10. |

| | 10.9 | Any payment which the Seller is
liable to make under this Clause 10 shall be made in full on the latter of: |

| | (a) | five Business Days after the Seller receives
a written demand from the Buyer; and |

| | (b) | whichever of the following dates is applicable: |

| | (i) | in the case of a Tax Liability that involves
an actual payment of Tax by a Group Company, the fifth Business Day before the date on which
such Tax is due and payable to the relevant Tax Authority; and |

| | (ii) | in any other case, five Business Days before
the date on which the Group Company is required to make such payment. |

| | 10.10 | Any amount due to be paid under this Clause
10 which is not paid on the due date shall bear interest from the date when payment was due
until the date of actual payment (after as well as before judgment) at 4% above the official
rate of the Bank of England in force from time to time (and interest shall accrue from day
to day and be compounded monthly), provided that interest accruing shall be reduced to the
extent that the amount otherwise due under this Clause 10 already compensates for late payment. |

| | 11 | Seller
Warranties |

| | 11.1 | The Seller warrants to the Buyer as at the
date of this Agreement and at Completion that the Fundamental Warranties are true, accurate
and not misleading. |

| | 32 | |

| | 11.2 | The Seller warrants to the Buyer that: (a) as
at the date of this Agreement, the Business Warranties are true, accurate and not misleading;
and (b) as at Completion, the Repeated Warranties are true, accurate and not misleading,
in each case save only for any matter Disclosed. |

| | 11.3 | Subject to Clause 11.4, on Completion the
Seller shall be deemed to repeat the Fundamental Warranties and Repeated Warranties with
reference to the facts, matters and circumstances then existing (and as if any express or
implied reference in a Warranty to the date of this Agreement was replaced by a reference
to the date of Completion). |

| | 11.4 | If the Seller exercises its right to nominate
a Seller Nominee pursuant to Clause 16.5, on Completion such Seller Nominee shall also be
deemed to give the Fundamental Share Warranties with reference to the facts, matters and
circumstances then existing (and as if any express or implied reference in a Fundamental
Share Warranty to the date of this Agreement was replaced by a reference to the date of Completion),
provided that the Seller shall not be released from, and shall continue to be deemed to give,
the Fundamental Share Warranties on Completion in accordance with Clause 11.3 notwithstanding
such nomination, and the Seller and the Seller Nominee shall be jointly and severally liable
in respect of the Fundamental Share Warranties so given. |

| | 11.5 | The Business Warranties are only qualified
by a matter that is Disclosed. |

| | 11.6 | The liability of the Seller under the Warranties
is limited in accordance with the provisions of Schedule 7 (Seller limitations). |

| | 11.7 | No fact, matter, event or circumstance which
is inconsistent with the Warranties as repeated in accordance with Clause 11.3 shall be fairly
disclosed in the Supplemental Disclosure Letter unless it occurs after the date of the Agreement. |

| | 11.8 | Nothing in the Transaction Documents (including,
without limitation, the Disclosure Letter) shall qualify or limit or affect the Buyer’s
right and remedies in relation to, the Fundamental Warranties other than those provisions
of Schedule 7 (Seller limitations) that expressly apply to a Fundamental
Claim (as defined in that schedule). |

| | 11.9 | Where a Warranty refers to the knowledge, belief or awareness of the Seller (or any similar expression), the knowledge, belief or awareness (or the like) of the Seller shall be deemed to include the actual and imputed knowledge, having made reasonable enquiry of, [***] and shall not be deemed to have any constructive knowledge regarding the subject matter of any Warranty. |

| | 11.10 | None of the information supplied or statements
made by a Group Company, or its officers, managing directors, employees, agents or professional
advisers to the Seller, or their representatives or advisers, in connection with the Warranties
or the contents of the Disclosure Letter or otherwise in connection with this Agreement or
in relation to the business or affairs of a Group Company, shall be deemed a representation
to the Seller as to its accuracy. The Seller waives any right or claim it may have against
any Group Company, or its officers, managing directors, employees, agents or professional
advisers in respect of any error or omission in connection with any information supplied
or statement made by them (and acknowledges and agrees that any such right or claim shall
not constitute a defence to any claim by the Buyer) (save in the event of fraud or wilful
misconduct by such officer, managing director, employee, agent or professional adviser in
which event the Seller shall be entitled to pursue a claim against such person but shall
in no event be entitled to pursue any claim against any Group Company in relation to vicarious
liability or otherwise in connection with such fraud). |

| | 33 | |

| | 11.11 | The
Seller acknowledges and agrees that, in the absence of fraud by such person, the Seller has
no rights against and may not make any claim against any employee, director, agent, officer
or (except to the extent such adviser has entered into a reliance letter with the Seller)
adviser of the Buyer or any of the Buyer’s Associates on whom the Seller may have relied
before agreeing to any term of, or entering into, this Agreement or any other Transaction
Document. |

| | 12 | Buyer
Warranties |

| | 12.1 | The Buyer warrants to the Seller as at the
date of this Agreement and at Completion in the terms of Schedule 11 (Buyer warranties)
such warranties being qualified, other than paragraphs 1 to 3 (inclusive), 11 to 13
(inclusive) and paragraph 15 of Schedule 11 (Buyer warranties), only
by such matters as are included in the SEC Reports (but excluding any risk factors or forward
looking statements in such SEC Reports) to the extent the foregoing statements are cautionary,
predictive, speculative or forward looking in nature, but not, for the avoidance of doubt,
any statements regarding specific historical facts or circumstances). |

| | 12.2 | The Buyer acknowledges and agrees that, in
the absence of fraud by such person, the Buyer has no rights against and may not make any
claim against any employee, director, agent, officer or (except to the extent such adviser
has entered into a reliance letter with the Buyer) adviser of the Seller or any of the Seller’s
Associates on whom the Buyer may have relied before agreeing to any term of, or entering
into, this Agreement or any other Transaction Document. |

| | 13 | Protection
of Goodwill |

| | 13.1 | The
Seller undertakes to the Buyer that it shall not, and shall procure that none of its Associates
at Completion or from time to time shall, for a period of two years from Completion (without
the Buyer’s prior written consent) seek to entice away from the employment of a Group
Company any Key Employee of the Group. |

| | 13.2 | Nothing in Clause 13.1 shall prevent the
Seller or any other member of the Seller’s Group (i) from placing a general advertisement
which is not specifically directed at a Key Employee of the Group; or (ii) from employing
or engaging a Key Employee of the Group who has received notice of termination of employment
or engagement from the relevant Group Company prior to the date of this Agreement or, where
such notice is given after the date of this Agreement, where such termination was not initiated
or procured, directly or indirectly, by the Seller or any member of the Seller’s Group. |

| | 13.3 | The Seller undertakes to the Buyer that it
shall not, and shall procure that none of its Associates at Completion or from time to time
shall, for a period of 18 months from Completion (without the Buyer’s prior written
consent) directly or indirectly and whether on its own behalf or otherwise, in any jurisdiction
in which a Group Company undertakes business on the date of Completion, carry on or be engaged,
concerned or interested in Restricted Business provided always that nothing in this Clause
13.3 shall prevent the Seller or any of its Associates from: |

| | (a) | holding or acquiring (whether directly
or indirectly) shares or other securities in any company whose shares are listed or dealt
in on a recognised investment exchange or other securities market, provided that the aggregate
interest of the Seller and its Associates does not exceed five per cent. (5%) of the issued
share capital of such company; |

| | 34 | |

| | (b) | holding a passive interest as a limited
partner or non-managing investor in any fund, collective investment scheme, managed account
or similar investment vehicle managed by a third party, where neither the Seller nor any
of its Associates has the ability to control (as defined in section 1124 of the Corporation
Tax Act 2010) the investment decisions of such vehicle (including as to the acquisition or
disposal of any interest in a Restricted Business); or |

| | (c) | acquiring (whether directly or indirectly)
any business or undertaking which is not itself a Restricted Business but which includes
activities that would constitute a Restricted Business, provided that such Restricted Business
activities account for no more than fifteen per cent. (15%) of the annual revenue of the
business or undertaking so acquired, calculated at the closing of such acquisition, and the
Seller uses reasonable endeavours to dispose of or cease such Restricted Business activities
within twelve (12) months of such acquisition. |

| | 13.4 | The Seller undertakes to the Buyer that it
shall not and shall procure that none of its Associates at Completion or from time to time
at any time after Completion (without the Buyer’s prior written consent) directly or
indirectly and whether on its own behalf or otherwise: |

| | (a) | carry on a business activity under a name
which is the same as, or similar to, or otherwise use the name “Megger”; or |

| | (b) | make adverse comments in relation to the
Buyer, any business of any Group Company or any employees of any such business. |

| | 13.5 | Each party undertakes to the other that it
shall not, and shall procure that none of its Associates at the date of this Agreement, at
Completion or from time to time at any time after Completion shall (without the other party’s
prior written consent), subject to Clause 13.6, disclose to another person, or itself use
for any purpose, confidential information concerning: |

| | (a) | in the case of the Seller, any business
of a Group Company, or the transactions or affairs of the clients or customers of any Group
Company; and |

| | (b) | in the case of the Buyer, any member of
the Seller’s Group and the businesses carried on by, and the affairs of, any member
of the Seller’s Group. |

| | 13.6 | The provisions of Clause 13.5 shall not apply
to any information: |

| | (a) | which at the time of disclosure is in
the public domain (other than through breach by the disclosing party or any of its connected
persons of its obligations of confidentiality); |

| | (b) | which the disclosing party is compelled
to disclose by law or by the rules of any securities exchange or other market or regulatory
body to which it is subject, provided that where any such disclosure is required such disclosing
party shall (to the extent practicable and lawful to do so) notify the non-disclosing party
as soon as reasonably practicable of this fact and take into account the non-disclosing party’s
reasonable requirements as to the timing, content and manner of making such disclosure; |

| | 35 | |

| | (c) | which is disclosed by a party to its Associates,
and to its and their directors, officers, employees, contractors, sub-contractors, agents,
insurers, auditors and / or professional advisers who reasonably need to know such confidential
information to carry out their duties, on a confidential basis; |

| | (d) | which is contemplated by the terms of,
or as required by a party to enforce its rights under, any Transaction Documents; and |

| | (e) | to the extent that such information was
already in the lawful possession of the disclosing party and was not subject to any obligation
of confidence owed to the other parties or any of their Associates. |

| | 13.7 | The parties agree that each of the undertakings
contained in Clauses 13.1, 13.3, 13.4 and 13.5 are reasonable and are entered into for
the purpose of protecting the goodwill, confidential information and trade connections of
the businesses of the members of the Group and, in the case of Clause 13.5(b), the Seller’s
Group. |

| | 14 | Post-Completion
Matters |

| | 14.1 | The Seller confirms that, as at the date
of this Agreement, there are no Group Guarantees in existence. In the event that any Group
Guarantee is identified following Completion, the party identifying such Group Guarantee
shall promptly notify the other party in writing, and the Seller shall use all reasonable
endeavours (at the Seller’s cost) to procure the release and discharge of the relevant
Group Company from all liabilities and obligations in respect of such Group Guarantee as
soon as reasonably practicable following such identification. The Buyer shall, and shall
procure that the relevant Group Company shall, use reasonable endeavours to mitigate any
losses arising in connection with any such Group Guarantee. To the extent that the Seller
has failed to procure such release and discharge within a reasonable period following written
notification, the Seller shall indemnify the Buyer and the relevant Group Company on demand
against direct losses actually suffered or incurred by them solely as a result of such Group
Guarantee remaining outstanding, provided that no indemnity shall be payable in respect of
any losses that the Buyer or the relevant Group Company could reasonably have avoided or
mitigated. |

| | 14.2 | The Seller confirms that, as at the date
of this Agreement, there are no Seller Group Guarantees in existence. In the event that any
Seller Group Guarantee is identified following Completion, the party identifying such Seller
Group Guarantee shall promptly notify the other party in writing, and the Buyer shall use
all reasonable endeavours (at the Buyer’s cost) to procure the release and discharge
of the Seller and each relevant member of the Seller’s Group from all liabilities and
obligations in respect of such Seller Group Guarantee as soon as reasonably practicable following
such identification. The Seller shall, and shall procure that each relevant member of the
Seller’s Group shall, use reasonable endeavours to mitigate any losses arising in connection
with any such Seller Group Guarantee. To the extent that the Buyer has failed to procure
such release and discharge within a reasonable period following written notification, the
Buyer shall indemnify the Seller and each relevant member of the Seller’s Group on
demand against direct losses actually suffered or incurred by them solely as a result of
such Seller Group Guarantee remaining outstanding, provided that no indemnity shall be payable
in respect of any losses that the Seller or any relevant member of the Seller’s Group
could reasonably have avoided or mitigated. |

| | 14.3 | The Seller shall procure that all communications,
notices, correspondence, information, orders or enquiries relating to any business of any
Group Company which are received by the Seller or any member of the Seller’s Group
on or after Completion shall be passed to the Buyer as soon as reasonably practicable. |

| | 36 | |

| | 14.4 | If any benefit under an agreement or arrangement
relates to the business of a Group Company but is owned by the Seller or an Associate of
it, the Seller shall notify the Buyer and procure that following Completion that benefit
shall, to the extent that it relates to a Group Company, be held on trust for the relevant
Group Company and assigned to it promptly upon the Buyer’s request. |

| | 14.5 | For
a period of two (2) years following Completion, the Seller shall, and shall procure
that each member of the Seller’s Group shall at the Buyer’s cost: |

| | (a) | upon reasonable request by the Buyer and
on reasonable notice (being not less than five (5) Business Days’ notice), provide
the Buyer and its agents and representatives with reasonable access to such books, records,
accounts and documents of the Seller and each member of the Seller’s Group as relate
to any Group Company or the business of any Group Company for any period prior to Completion,
and shall permit the Buyer and its agents and representatives to take copies of such books,
records, accounts and documents as the Buyer may reasonably require; and |

| | (b) | provide reasonable assistance to the Buyer
in relation to any regulatory filings, investigations or proceedings relating to any Group
Company or the business of any Group Company for any period before Completion. |

| | 14.6 | After Completion, the Buyer shall, and shall
procure that each Group Company shall: |

| | (a) | upon reasonable request by the Seller
and on reasonable notice (being not less than five (5) Business Days’ notice),
provide the Seller and its agents and representatives with reasonable access to such books,
records, accounts and documents of the Group as relate to any Group Company or the business
of any Group Company for any period prior to Completion, and shall permit the Seller and
its agents and representatives to take copies of such books, records, accounts and documents
as the Seller may reasonably require (at the Seller’s cost); |

| | (b) | provide reasonable assistance to the Seller
in relation to any regulatory filings, investigations or proceedings relating to any Group
Company or the business of any Group Company for any period before Completion to which the
Seller or any member of the Seller’s Group is subject and any tax returns, filings,
enquiries or investigations by a Tax Authority regarding a Seller or a member of the Seller’s
Group which relates to any period before Completion; and |

| | (c) | to enable compliance with Clause 14.6,
properly retain and maintain all relevant records until the earlier of seven years after
Completion and such time as the parties agree in writing that such retention and maintenance
is no longer reasonably necessary, provided that the Buyer shall not unreasonably withhold
or delay such agreement. |

| | 15 | Announcements
and Confidentiality |

| | 15.1 | Subject to the following provisions of this
Clause 15 (Announcements and Confidentiality), no announcement shall be
made in relation to this Agreement unless: |

| | (a) | it is in the agreed form; or |

| | 37 | |

| | (b) | it is required to be made by law or by
any securities exchange or regulatory or governmental body to which a party or its associates
is subject, in which case that party shall to the extent reasonably practicable consult with
the other party as to the form, content and timing of the announcement. |

| | 15.2 | Nothing in this Agreement shall restrict
the Buyer after Completion from communicating with the employees of any Group Company, any
parties to any contract made with any Group Company and with any current or prospective customer
of or supplier to any Group Company in relation to the fact of the acquisition of any Group
Company or matters incidental to the future operations of any business of any Group Company. |

| | 15.3 | The parties shall not, and shall procure
that none of their respective Associates shall, disclose or otherwise make use of (and shall
use all reasonable endeavours to prevent the publication or disclosure of) the contents or
terms of any of the Transaction Documents, unless and then only to the extent that disclosure
is: |

| | (a) | made by a party on a confidential basis
to its professional advisers in connection with their provision of professional services;
or |

| | (b) | made by a party on a confidential basis
to its actual or prospective financiers and/or rating agencies, affiliates thereof, and their
respective finance providers, advisers, employees, officers and agents in connection with
its financing or refinancing arrangements; or |

| | (c) | required by a party in connection with
an application for a tax clearance, grant or other concession; or |

| | (d) | required by a party in order to enforce
its rights under, or otherwise afford it the full benefit of, any of the Transaction Documents;
or |

| | (e) | made under the terms of an announcement
permitted by this Agreement; or |

| | (f) | required to be made by law or by any securities
exchange or regulatory or governmental body to which the disclosing party is subject; |

| | (g) | required to be made to a Tax Authority
in connection with its Tax affairs; or |

| | (h) | restricted to information which at the
time of disclosure is in the public domain (other than as a result of a breach by the disclosing
party or any of its Associates of any of the Transaction Documents). |

| | 16 | Assignment |

| | 16.1 | This Agreement shall be binding on and inure
for the benefit of the successors and permitted assigns of the parties. |

| | 16.2 | Subject to Clauses 16.3 and 16.5, neither
the Seller nor the Buyer may without the written consent of the other assign, transfer, grant
any security interest over or hold on trust any of its rights or obligations under this Agreement
or any interest in them. |

| | 16.3 | Subject to Clause 16.6, the Buyer may, without
the consent of the Seller: |

| | (a) | assign all or any of its rights under
this Agreement to any Associate. Before ceasing to be an Associate of the Buyer, any assignee
shall assign all assigned rights back to the Buyer or another of its Associates; |

| | 38 | |

| | (b) | charge and/or assign all or any of its
rights under this Agreement to any person by way of security for borrowings. Any chargee
or assignee, and any person appointed to enforce the security, may in turn assign those rights
in connection with the enforcement of the security. |

| | 16.4 | Subject to Clause 16.6, the Buyer may, by
notice to the Seller, nominate any Associate to purchase the Shares on Completion (the “ Alternative
Buyer ”) and following such nomination any reference in this Agreement to the Buyer
shall be deemed to be (and to have always been) a reference to the Buyer and the Alternative
Buyer and: |

| | (a) | the Alternative Buyer shall have the ability
to enforce any rights under this Agreement instead of or in addition to the Buyer as if it
were a party to this Agreement; and |

| | (b) | the Buyer and the Alternative Buyer shall
be jointly liable for any breach of this Agreement by the Alternative Buyer (provided that
the Buyer and the Alternative Buyer shall not, in aggregate, be under any greater obligation
or liability thereby than if such nomination had never occurred). |

| | 16.5 | Subject to Clause 16.6, the Seller may, by
notice to the Buyer, nominate any Associate to subscribe for the Consideration Shares on
Completion (the “ Seller Nominee ”) and following such nomination: |

| | (a) | the Seller Nominee shall have the ability
to enforce its rights to subscribe for the Consideration Shares under this Agreement instead
of or in addition to the Seller as if it were a party to this Agreement; and |

| | (b) | the Seller and the Seller Nominee shall
be jointly and severally liable for any breach of the Fundamental Share Warranties (whether
given by the Seller, the Seller Nominee or both) and for the performance of all obligations
of the Seller Nominee arising under or in connection with this Agreement (provided that the
Seller and the Seller Nominee shall not, in aggregate, be under any greater obligation or
liability thereby than if such nomination had never occurred). |

| | 16.6 | Each party shall only be entitled to assign
its rights under this Agreement pursuant to this Clause 16 provided that: |

| | (a) | the liability of the non-assigning party
(or any other party) to any such assignee shall not be greater than it would have been had
such assignment not taken place, and all the rights, benefits and protections afforded to
the non-assigning party (or any other party) shall continue to apply to the benefit of the
non-assigning party (or such other party) as against the assignee as they would have applied
as against the assigning party; |

| | (b) | such assignment shall not result in any
increased liability, obligation or cost for the non-assigning party or any of its Associated
Persons; |

| | (c) | such assignment shall not materially prejudice,
delay or otherwise adversely affect the status or progress of any regulatory filings, notifications
or approvals required in connection with the Transaction (including any Condition), and the
assigning party shall procure that any such assignee provides all information and assistance
which would have been reasonably required from the assigning party in connection with such
filings, notifications or approvals in accordance with Clause 6 and if such assignment is
reasonably likely (at any time) to materially prejudice, delay or otherwise adversely affect
the status or progress of any regulatory filings, notifications or approvals required in
connection with the Transaction (including any Condition), this Agreement and the benefits
arising under it shall be deemed automatically by that fact to have been immediately retransferred
to the assigning party; and |

| | 39 | |

| | (d) | the assigning party shall notify the non-assigning
party in writing of any such assignment promptly and in any event: (i) prior to Completion,
providing reasonable details of the assignee; or (ii) in the case of any assignment
by any Debt Financing Source or any of their respective successors, transferees or assigns
in connection with any debt financing or refinancing arrangements (whether occurring before
or after Completion), within five (5) Business Days of such assignment, providing reasonable
details of the assignee. |

| | 16.7 | This Agreement is a contract which is entered
into for the purposes of, or in connection with, the acquisition, disposal or transfer of
an ownership interest in a firm, wherever it is incorporated or established, or of a business
or undertaking or part of a business or undertaking (as those terms are defined pursuant
to the Business Contract Terms (Assignment of Receivables) Regulations 2018 and this is the
statement referred to in regulation 4(i)). |

| | 17 | Entire
Agreement |

| | 17.1 | The Transaction Documents contain the entire
agreement between the parties, and replace all previous agreements and understandings between
them, relating to their subject matter. |

| | 17.2 | Each party agrees and acknowledges that it
is not relying on any representations, warranties, undertakings or promises that have been
expressly or impliedly given in respect of the subject matter of the Transaction Documents
other than those which are expressly stated in the Transaction Documents (“ Pre-Contractual
Statements ”). |

| | 17.3 | Neither party shall have any remedy in respect
of any Pre-Contractual Statement not set out in the Transaction Documents upon which it relied
in entering into the Transaction Documents, unless the statement was made fraudulently. |

| | 17.4 | Neither party shall be entitled to rescind
or terminate this Agreement except as otherwise expressly provided in this Agreement. |

| | 17.5 | No party shall have any liability whatsoever
for any Pre-Contractual Statement, whether in contract, in tort or under the Misrepresentation
Act 1967. |

| | 18 | Further
Assurance |

Each party shall:

| | (a) | execute any document and do anything else
the other party reasonably requires to give effect to this Agreement and the Transaction;
and |

| | (b) | use all reasonable endeavours to procure
that any relevant third party does the same. |

| | 19 | Costs |

| | 19.1 | Except as provided otherwise in any Transaction
Document, each party shall pay the costs and expenses incurred by it in connection with each
Transaction Document. |

| | 40 | |

| | 19.2 | The Buyer shall be liable for and pay all
stamp duty, notarial and other fees and all registration and transfer taxes (if any), together
with any related fees, penalties, fines, interest or statutory charges, arising as a result
or in consequence of this Agreement or the implementation of the Transaction. |

| | 20 | Effect
of Termination |

| | 20.1 | If this Agreement is terminated in accordance
with its terms: |

| | (a) | each
party shall return to the other party all documents in tangible form (or, at the sole discretion
of the returning party, in lieu of such return, destroy all such documents and certify in
writing to the other party that such documents have been destroyed) and destroy (to the extent
practicable) all information held electronically concerning such other party or its Associates
which have been provided to it in connection with this Agreement and will not use or make
available to another person information which it or its advisers have been given in respect
of the other party and its Associates and which is not in the public domain; and |

| | (b) | the Surviving Provisions and any other
provisions which expressly or by implication are necessary for the enforcement or interpretation
of this Agreement shall survive termination. |

| | 20.2 | If Completion
does not take place then any provision of this Agreement limiting the liability of the Seller
to an amount of Consideration received shall be deemed to be a reference to such amount as
would have been received had Completion taken place. |

| | 21 | Payments |

| | 21.1 | All sums payable under or pursuant to this
Agreement shall be paid free of: |

| | (a) | any counterclaim or set-off of any kind; |

| | (b) | any other deduction or withholding, except
those required by law. |

| | 21.2 | If any deduction or withholding is required
by law for any payment by either party under this Agreement, or any amount paid by a party
to the other party under this Agreement is subject to Tax (ignoring for this purpose the
extent to which any such Tax may be reduced or offset by any Relief available to the payee),
the paying party shall also pay to the receiving party such amount as will ensure that the
net receipt, after Tax, is the same as it would have been had there been no Tax, deduction
or withholding. |

| | 21.3 | Clause ‎ 21.2 shall not apply with respect to any payment: |

| | (a) | of the Consideration (or any part thereof)
or of interest; and/or |

| | (b) | to the extent that the deduction, withholding
or Tax (as applicable) would not have arisen but for the recipient changing its jurisdiction
of Tax residence after the date of this Agreement or having a connection with a jurisdiction
other than that of its Tax residence as at the date of this Agreement; and/or |

| | (c) | to the extent that the deduction, withholding
or Tax (as applicable) has arisen or is increased as a result of the recipient being an assignee
of any rights or entitlements under this Agreement. |

| | 41 | |

| | 21.4 | To
the extent that a party has paid an additional amount under Clause ‎‎ 21.2,
and the recipient obtains and utilises a Relief attributable or referable to the relevant
deduction, withholding or Tax giving rise to the additional payment or to the additional
payment (reasonable endeavours having been used to obtain the benefit of such Relief), the
recipient shall pay to the payer(s), within ten Business Days of obtaining an actual saving
or refund of Tax by virtue of such Relief, an amount equal to the lesser of the Tax so saved
or refunded and the additional sum paid under Clause ‎‎ 21.2. |

| | 21.5 | Any payment between the parties under this
Agreement shall, to the extent possible, be treated as an adjustment to the consideration
for the Shares. |

| | 22 | Effect
of Completion |

Obligations under this Agreement which
have not been fully performed by or on Completion and the rights and remedies available under it shall remain in full force and effect
despite Completion.

| | 23 | Cumulative
Rights |

| | 23.1 | The rights and remedies of any party expressly
conferred by this Agreement are cumulative and additional to any other rights or remedies
it may have. |

| | 23.2 | A party’s exercise of any right or
discretion conferred on it under or in connection with this Agreement shall be a matter of
its absolute discretion (without regard to the interests of any other person), including: |

| | (a) | if a right is granted, whether or not
to exercise that right; |

| | (b) | if an election is to be made by it, the
election made; and |

| | (c) | if something is subject to its consent
or approval, whether or not it consents or approves and, if it does, the terms upon which
it does so. |

| | 24 | Third
Party Rights |

| | 24.1 | The parties do not intend any third party
to have the right to enforce any provision of this Agreement under the Contracts (Rights
of Third Parties) Act 1999 except that: |

| | (a) | each of any Group Company, its officers,
managing directors, employees, agents or its professional advisers may with the consent of
the Buyer enforce and rely on Clause 11.10; |

| | (b) | an employee, director, agent, officer
or adviser of the Seller or any of its Associates may enforce and rely on Clause 12.2; |

| | (c) | an employee, director, agent, officer
or adviser of the Buyer or any of its Associates may enforce and rely on Clause 11.11; |

| | (d) | a Seller Nominee may enforce Clause 16.5(a); |

| | (e) | an Alternative Buyer may enforce and rely
on the rights conferred on it pursuant to Clause 16.4; and |

| | (f) | each Debt Financing Source may enforce
and rely on the rights conferred on it pursuant to Clauses 7.14 and 26. |

| | 42 | |

| | 24.2 | Subject to Clauses 7.14(d) and 24.1,
the parties may terminate or vary or waive any right or obligation under this Agreement without
the consent of any third party. |

| | 25 | Waiver |

A failure or delay in exercising any
right or remedy under this Agreement shall not constitute a waiver of that right or remedy. A single or partial exercise of any right
or remedy shall not prevent the further exercise of that right or remedy. A waiver of a breach of this Agreement shall not constitute
a waiver of any other breach.

| | 26 | Variations |

No variation of any Transaction Document
shall be effective unless it is in writing and signed by or on behalf of each party, provided that no amendment, modification or waiver
of any provision contemplated by Clauses 7.14(d) and 24.1(f) shall be effective unless it is in writing and signed by or on
behalf of each Debt Financing Source (in addition to the parties).

| | 27 | Conflicts |

| | 27.1 | If there is any conflict or inconsistency
between this Agreement (excluding any Schedules, Appendices and Attachments) and any of its
Schedules, Appendices or Attachments, the provisions of this Agreement (excluding the Schedules,
Appendices and Attachments) shall prevail. |

| | 27.2 | If there is any conflict or inconsistency
between any Schedule and any Appendix or Attachment, the provisions of the Schedule shall
prevail. |

| | 28 | Invalidity |

| | 28.1 | The illegality, invalidity or unenforceability
of any provision of this Agreement under any law of any jurisdiction shall not affect or
impair the legality, validity or enforceability of the rest of this Agreement, nor the legality,
validity or enforceability of that provision under the law of any other jurisdiction. |

| | 28.2 | If any provision of this Agreement is held
to be illegal, invalid or unenforceable under any law of any jurisdiction: |

| | (a) | that provision shall if possible apply
in that jurisdiction with whatever modification or deletion is necessary so as best to give
effect to the intention of the parties as recorded in this Agreement; or |

| | (b) | the parties shall negotiate in good faith
to amend the original provision in order to make it legal, valid and enforceable and, to
the greatest extent possible, achieves the parties’ original commercial intention. |

| | 29 | Communications |

| | 29.1 | Any communication under or in connection
with this Agreement must be in English, in writing, signed by or on behalf of the person
making it and delivered by hand or sent by internationally recognised courier service or
email to the relevant party at its address and for the attention of the individual set out
below (or as notified in accordance with Clause 29 (Communications)). |

| | (a) | The Buyer |

| | Address: | 645 Maryville Centre Dr., Suite 300,
St Louis, MO 63141, USA |

| | 43 | |

| | Email address: | legalnotices@escotechnologies.com |

| | Attention: | General
Counsel |

With a copy to the Buyer’s Solicitors:

| | Address: | Governor’s
House, 5 Laurence Pountney Hill, London, EC4R 0BR, England. |

| | Email address: | andrew.hart@bclplaw.com
and fred.bartelsmeyer@bclplaw.com |

| | Attention: | Andrew
Hart and Fred Bartelsmeyer |

| | (b) | The Seller |

| | Address: | TBG
AG, Claridenstrasse 26, 8002 Zurich, Switzerland |

| | Email address: | ben.kelly@tbgch.com |

| | Attention: | Ben
Kelly |

With a copy to the Seller’s Solicitors

| | Address: | CityPoint,
1 Ropemaker Street, London EC2Y 9AW |

| | Email address: | GGordon@willkie.com,
ATurteltaub@willkie.com |

| | Attention: | Gavin
Gordon and Adam Turteltaub |

| | 29.2 | A party may notify a change to its details
specified in Clause 29.1. The new address shall take effect two Business Days after
receipt of that notice or such later date as may be specified in the notice. |

| | 29.3 | Without evidence of earlier receipt, communications
complying with Clause 29.1 are deemed received: |

| | (a) | if delivered by hand, at the time of delivery;
or |

| | (b) | if sent by internationally recognised
courier service, the first Business Day following delivery; or |

| | (c) | if sent by email, at the earlier of: |

| | (i) | the time a return receipt is generated automatically
by the recipient’s email server; |

| | (ii) | the time the recipient acknowledges receipt;
and |

| | (iii) | 24 hours after transmission, unless the
sender receives notification that the email has not been successfully delivered, |

except that if deemed receipt would
occur before 9.00am on a Business Day, it shall instead be deemed to occur at 9.00am on that day and if deemed receipt would occur after
5.00pm on a Business Day, or on a day which is not a Business Day, it shall instead be deemed to occur at 9.00am on the next Business
Day. References in this Clause 29 (Communications) to a time of day are to the time of day at the location of the recipient.

| | 44 | |

| | 29.4 | In proving the giving of a communication,
it shall be sufficient to prove that delivery was made to the appropriate address, the communication
was properly addressed and written evidence of delivery has been provided by an internationally
recognised courier service, the email was sent to the appropriate email address and dispatch
of transmission from the sender’s external gateway was confirmed as specified pursuant
to Clause 29.1. |

| | 29.5 | If a person for whose attention communications
must be marked has been specified pursuant to Clause 29.1, a communication will be effective
only if it is marked for that person’s attention. Where a copy is to be provided pursuant
to Clause 29.1, that copy is for information purposes only and shall not affect or constitute
service. |

| | 29.6 | This Clause 29 (Communications)
does not apply to the service of any document required to be served in relation to legal
proceedings. |

| | 30 | Service
of Process |

| | 30.1 | The
Seller irrevocably appoints Vistra (UK) Limited of 7th Floor, 50 Broadway, London
SW1H 0DB as its agent for service of process in relation to any English court proceedings
in connection with any Transaction Document. |

| | 30.2 | The
Buyer irrevocably appoints ESCO UK Global Holdings Ltd of Third Floor One London Square,
Cross Lanes, Guildford, Surrey, United Kingdom, GU1 1UN as its agent for service of process
in relation to any English court proceedings in connection with any Transaction Document. |

| | 30.3 | Service on an agent (as named above or notified
in accordance with this Clause 30 (Service of Process)) shall be deemed
to be valid service whether or not the process is received by the Seller or Buyer as the
case may be. |

| | 30.4 | If an agent changes its address to another
address in England, the Seller or Buyer (as the case may be) shall within five Business Days
notify the other parties of the new address. |

| | 30.5 | If an agent ceases to be able to act as agent
or to have an address in England, the Seller or Buyer (as the case may be) shall within five
Business Days notify the other party of the appointment of a new agent acceptable to the
other party (acting reasonably). |

| | 30.6 | Nothing in any Transaction Document shall
affect a party’s right to serve process in any other manner permitted by law. |

| | 31 | Counterparts |

This Agreement may be executed in any
number of counterparts, which shall each constitute an original and together constitute one agreement. If this Agreement is executed
in counterpart, it shall not be effective unless each party has executed at least one counterpart.

| | 32 | Governing
Law and Jurisdiction |

| | 32.1 | This Agreement and any non-contractual obligations
arising in connection with it (and, unless provided otherwise, any document entered into
in connection with it) shall be governed by and construed in accordance with English law. |

| | 45 | |

| | 32.2 | The English courts have exclusive jurisdiction
to determine any dispute arising in connection with this Agreement (and, unless provided
otherwise, any document entered into in connection with it), including disputes relating
to any non-contractual obligations. |

| | 32.3 | Each party irrevocably waives any objection
which it may now or later have to proceedings being brought in the English courts (on the
grounds that the English courts are not a convenient forum or otherwise). |

| | 32.4 | Nothing in this Agreement (or, unless provided
otherwise, any document entered into in connection with it) shall prevent a party from applying
to the courts of any other country for injunctive or other interim relief. |

This Agreement is signed by the parties or
their duly authorised representatives and takes effect on the date stated above.

| | 46 | |

Schedule 2: Reserved Matters

Schedule 2

Reserved Matters

| | 1 | Share and Loan capital, distributions |

| | (a) | Vary
its share capital or the rights attaching to it in any way. |

| | (b) | Issue
or grant any option in respect of any share or loan capital. |

| | (c) | Declare,
make or pay any dividend or make any other distribution of its assets or profits to any shareholder
or other person or repay loans to it made by any shareholder or any other person or capitalise
or repay an amount standing to the credit of any reserve. |

| | 2 | Constitutional matters |

Amend any constitutional documents
or comparable governing documents or adopt any resolutions inconsistent with them.

| | 3 | Borrowings, Encumbrances and Loans |

| | (a) | Incur
any borrowings (except under its existing banking facilities at the date of this Agreement,
in accordance with its normal practice) or other financial indebtedness in the nature of
borrowings in excess of $3,000,000. |

| | (b) | Amend
to the material detriment of any Group Company the terms of, or allow any event of default
to occur in respect of, its banking facilities or other arrangements for financial indebtedness
in the nature of borrowings. |

| | (c) | Grant,
extend, issue or suffer to subsist any Encumbrance over the whole or any part of its assets,
or redeem or agree to redeem any such Encumbrance, or give or agree to give any guarantee
or indemnity, in each case, other than in the ordinary course of trade. |

| | (d) | Make
any loan (other than to a wholly-owned Group Company) or give any credit (other than trade
credit in accordance with its normal practice) or acquire any loan capital of any corporate
body. |

| | 4 | Acquisitions and disposals |

| | (a) | Acquire
any asset (except in the normal course of trading) or incur any capital expenditure exceeding
$1,000,000 individually or in aggregate $2,000,000, other than the capitalisation of intangible
assets used in research and development in accordance with the Relevant Accounting Standards
and in the ordinary course of business. |

| | (b) | Subscribe
or otherwise acquire any shares in the capital of any company, or acquire the whole or part
of the undertaking or liabilities of any other person, firm or company, other than on an
intra-Group basis, provided that (i) no Group Company shall, in respect of any intra-Group
transaction, acquire or agree to acquire any asset with a value, or assume or incur or agree
to assume or incur any liability, obligation or expense (actual or contingent) in an amount,
in excess of $1,000,000 and (ii) no such intra-Group transaction shall have any adverse
impact on the Tax position of the Buyer or any Group Company in relation to the Transaction. |

| | 47 | |

Schedule 2: Reserved Matters

| | (c) | Dispose
of or grant any option in respect of its business or any part of its business or dispose
of any shares or other interest in the capital of any company or dispose of the whole or
part of its business. |

| | (d) | Other
than in the ordinary course, dispose of or grant any option in respect of its fixed assets
exceeding $250,000 individually or in aggregate $1,000,000. |

| | (e) | Assign
or otherwise dispose of any of its book debts, or dispose of, agree to dispose of, or grant
any option in respect of, any other asset, in each case other than in the ordinary course
of trade. |

| | (f) | Dispose
of any interest or grant any right in respect of any of the Properties that are material
to the business or operations of any Group Company, or terminate or vary any arrangement
relating to the holding of its interest in any such Property, or acquire any interest in
real estate in an amount in excess of $1,000,000. |

| | 5 | Contracts and trading |

| | (a) | Modify
or terminate any Material Contract. |

| | (b) | Enter
into, modify or terminate any partnership, joint venture or other arrangement for sharing
the profits or income of any Group Company. |

| | (c) | Enter
into any unusual or abnormal contract or commitment. |

| | (d) | Cease
or propose to cease to carry on business or give notice of, or propose any resolution, for
voluntary winding up or the voluntary appointment of an administrator or liquidator in relation
to any Group Company other than steps taken towards the winding down of the Group’s
activities in Israel. |

| | (e) | Institute,
compromise, settle, materially negotiate or abandon any legal or arbitration proceedings,
claim or dispute in relation to any claim (together with all other claims or potential claims
related to the same or similar facts, matters or circumstances) in excess of $1,000,000 individually
or in the aggregate. |

| | (f) | Change
the material terms of trade with any material customer or material supplier or offer or revise
any material discounts or other material promotions to any material customer or prospective
material customer. |

| | 6 | Related party transactions |

Enter into or vary any transaction
or arrangement with, or for the benefit of, any of its directors or the Seller, any Associate or connected person of the Seller, or make
any payment to or incur any liability to, or discharge any liability for the benefit of, any such person.

| | 7 | Employment and Pensions |

| | (a) | Except
as required by law or in the usual course of business, make any change in the terms and conditions
of employment (including in relation to salaries, bonus, fees or benefits) or pension, health
and welfare, severance benefits or other retirement benefits of any Key Employee. |

| | (b) | Employ
or appoint any new employee or consultant with individual annual basic remuneration of $200,000
or (with any other new employees and consultants) having aggregate annual basic remuneration
together with such persons of $1,000,000 or more, or pay any sign-on, joining or similar
bonus or fee in excess of $50,000. |

| | 48 | |

Schedule 2: Reserved Matters

| | (c) | Terminate
the employment or consultancy arrangement of any Key Employee other than ‘for cause’
on grounds that justify summary termination. |

| | (d) | Except
as required by law, enter into any (or amend any existing) agreement with any Union or other
similar body which is applicable to employees of any Group Company. |

| | (e) | Pay any
benefits under the Group’s pension schemes, except in the ordinary course and where
such payment is made in accordance with the terms of the documents governing such pension
scheme. |

| | (f) | Other
than in the ordinary course, amend or discontinue (wholly or partly) any of the Group’s
pension schemes, health and welfare plans, severance benefits or retirement plans, change
the level of benefits under, or communicate to any member or former member, officer or employee
of any such schemes or plans, proposal or an intention to amend or discontinue the scheme
(wholly or partly), or exercise a discretion, in relation to any such scheme. |

| | 8 | Accounting and Tax |

| | (a) | Change
its accounting reference date other than ongoing changes to the accounting reference dates
of certain Subsidiaries to align with the overall Group’s accounting schedule. |

| | (b) | Make
any material change to the method of accounting or accounting practices by reference to which
its accounts are drawn up save as to comply with applicable law or applicable UK-adopted
international accounting standards. |

| | (c) | Change
its residence for Tax purposes. |

| | (d) | Make,
change or revoke any Tax election, settle or compromise any claim, audit or dispute with
respect to any material Tax, file any amended return with any Tax Authority or file a Tax
Return that is not prepared in accordance with past practice in all material respects, make
any voluntary Tax disclosure or consent to any extension or waiver of the statute of limitations
applicable to any Tax claim or assessment. |

| | 9 | General |

Agree to do any of the above.

| | 49 | |

Schedule 3 : Signing formalities

Schedule 3

Signing formalities

---

Part 1

Seller’s obligations

| | 10 | The Seller shall deliver to the Buyer: |

| | (a) | this
Agreement executed by the Seller; |

| | (b) | the Disclosure
Letter executed by the Seller, together with a secure file transfer link containing the contents
of the Data Room; |

| | (c) | a properly
completed and duly executed IRS Form W-8BEN-E with respect to the Seller; and |

| | (d) | a copy
of the resolutions of the Seller approving the entry by the Seller into this Agreement and
any other Transaction Documents to be signed by it. |

Part 2

Buyer’s obligations

| | 11 | The Buyer shall deliver to the Seller: |

| | (a) | this
Agreement executed by the Buyer; |

| | (b) | a copy
of the Disclosure Letter acknowledged as received by the Buyer; and |

| | (c) | an extract
of the resolutions of the Buyer approving the entry by the Buyer into this Agreement and
any other Transaction Documents to be signed by it. |

| | 50 | |

Schedule 4 : Completion formalities

Schedule 4

Completion formalities

Part 1

Seller’s obligations

| | 12 | The Seller shall deliver, or procure the delivery
of, to the Buyer: |

| | (a) | a completed
and signed transfer of the Shares, in favour of the Buyer, together with the relative share
certificate or an indemnity in respect thereof in the agreed form and any power of attorney
under which a transfer is executed; |

| | (b) | the Shareholder
Agreement executed by the Seller; |

| | (c) | the Supplemental
Disclosure Letter executed by the Seller, together with a secure file transfer link containing
any documents referred to in it; |

| | (d) | resignations
of the directors and secretary of each Group Company, executed as a deed in the agreed form; |

| | (e) | if requested
by the Buyer, the resignation of the auditors of each Group Company in the agreed form, confirming
that they have no outstanding claims and containing a statement under section 519(1) Companies
Act 2006 or local law equivalent, that there are no such circumstances as are mentioned in
that section; |

| | (f) | a confirmation
in the agreed form by the Seller that: |

| | (i) | there are no subsisting guarantees, indemnities
or similar arrangements given by a Group Company in favour of the Seller or its Associates; |

| | (ii) | neither the Seller nor its Associates
is indebted to a Group Company; and |

| | (iii) | there are no amounts owing to the Seller
or its Associates by a Group Company; |

| | (g) | a copy
of any power of attorney under which this Agreement or any of the transfers or other documents
referred to in this Schedule 4 (Completion formalities) has been executed
on behalf of the Seller; |

| | (h) | if requested
by the Buyer by not less than ten (10) Business Days’ prior written notice before
Completion, evidence reasonably satisfactory to the Buyer that each Group Company 401(k) retirement
plan has been terminated at least one day prior to Completion; |

| | (i) | a power
of attorney and appointment of proxy in the agreed form, executed by the Seller, empowering
the Buyer to exercise the Seller’s rights as shareholders of the Company pending the
stamping and registration of the transfers referred to in paragraph 1(a) above; |

| | (j) | no less
than two Business Days prior to Completion, take all steps reasonably necessary to establish,
or procure the establishment of, segregated accounts with the Buyer’s transfer agent
for the benefit of, and registered in the name of, the Seller or the Seller Nominee (as appropriate),
into which the Consideration Shares shall be delivered by restricted book entry at Completion
in accordance with paragraph 1(c) of Schedule 4, Part 2 (Buyer’s
obligations), and shall promptly provide the Buyer with all information and documentation
reasonably required by the Buyer’s transfer agent for the purposes of establishing
such accounts. |

| | 51 | |

Schedule 4 : Completion formalities

| | 13 | The Seller shall deliver or make available
to the Buyer or its representatives (as applicable): |

| | (a) | To the
extent in the Seller’s possession and not already provided in the Data Room, copies
of all statutory shareholder registers and material books (each as set out in a list in the
agreed form) and Companies House authentication codes (or equivalent); |

| | (b) | the Companies
House authentication code for the Company; and |

| | (c) | duly
executed Bank Pay Off Letters, if the Buyer has made an election under Clause 7.7. |

| | 14 | The
Seller shall procure that a board meeting or if applicable a shareholder’s meeting
of each Group Company is held at which: |

| | (a) | such
persons as the Buyer nominates are appointed as additional directors/managing directors; |

| | (b) | as appropriate
in the case of each Group Company, the resignations referred to at paragraph 1(d) to
1(e) above be submitted and accepted; |

| | (c) | in the
case of the Company only, the share transfers referred to at paragraph 1(a) above be
approved and registered (subject to stamping); |

| | (d) | following
registration of the transfer, new share certificates be issued to the Buyer in respect of
the Shares; and |

| | (e) | the registered
office and registered email address are changed as notified by the Buyer. |

| | 52 | |

Schedule 4 : Completion formalities

Part 2

Buyer’s obligations

| | 15 | Upon completion of the matters referred to
in Schedule 4, Part 1 (Seller’s obligations), the Buyer
shall: |

| | (a) | deliver
to the Seller: |

| | (i) | the Shareholder Agreement executed by
the Buyer; and |

| | (ii) | the Supplemental Disclosure Letter acknowledged
as received by the Buyer; |

| | (b) | pay the
Provisional Payment by means of electronic funds transfer to the Seller’s Account;
and |

| | (c) | allot
the Consideration Shares credited as fully paid up and instruct its registrars to deliver
by restricted book entry at its transfer agent into segregated accounts established by such
transfer agent for the benefit of, and registered in the name of, Seller (such establishment
to occur no less than two Business Days prior to Completion). |

| | 16 | Immediately following Completion, the Buyer
shall procure that the Company pays to the Bank, the Bank Pay Off Amount (if an election
has been made pursuant to Clause 7.7). |

| | 53 | |

Schedule 5 : Fundamental Warranties

Schedule 5

Fundamental Warranties

| | 17 | The Seller is the sole legal and beneficial
owner of the Shares and has the right to transfer the full legal and beneficial interest
in the Shares to the Buyer without the consent of another person (save as expressly set out
in Clause 6) and the Shares and are not affected by any Encumbrance (including, without limitation,
a restrictions notice (having the meaning given to it in Schedule 1B of the Companies Act
2006)) and there are no arrangements or obligations that could result in the creation of
an Encumbrance over them. |

| | 18 | The Seller is a company duly incorporated and
organised and validly existing under the laws of its jurisdiction of incorporation. |

| | 19 | The Seller has the power and authority to enter
into the Transaction Documents and to fully perform its obligations under them in accordance
with their terms. |

| | 20 | Save as expressly set out in Clause 6, the
Seller does not require the consent, approval or authority of any other person to enter into
or exercise its rights or perform its obligations under the Transaction Documents. |

| | 21 | Save as set out in this Agreement, the Seller
does not require any material consent or approval of any governmental, regulatory or other
authority that has not been unconditionally and irrevocably obtained or made at the date
of this Agreement. |

| | 22 | The entry into and the exercise by the Seller
of its rights and performance of its obligations under the Transaction Documents will not
constitute a breach or give rise to a default under any applicable laws or regulations (including
any sanctions) or any order, decree, judgement, contract or other obligation binding on it
(including any provision of its constitutional documents) which has or could have an adverse
effect on its ability to execute or perform its obligations under the Transaction Documents. |

| | 23 | The Seller is not a party to any litigation,
arbitration or administrative proceedings, nor is it the subject of any governmental, regulatory
or official investigation or enquiry which in each case is in progress or threatened or pending
and which has or could have an adverse effect on its ability to execute or perform its obligations
under the Transaction Documents. |

| | 24 | Neither the Seller, the Company, any Material
Subsidiary, nor any other Group Company (to the extent such Group Company is not a Material
Subsidiary, and so far as the Seller is aware) is insolvent or bankrupt under the laws of
its residence, jurisdiction of incorporation or within the meaning of any applicable legislation
and regulation relating to insolvency applicable to it, has been served with a statutory
demand, or is unable to pay its debts as they fall due or has proposed or is liable to any
arrangement (whether by court process or otherwise) under which its creditors (or any group
of them) would receive less than the amounts due to them. No action or steps have been taken
by, or legal proceedings started against, the Seller for its winding up or dissolution; or
for it to enter into any arrangement or composition for the benefit of creditors; or for
the appointment of a receiver, administrator, administrative receiver, liquidator, supervisor,
compulsory manager, trustee or similar person of any of its revenues or assets, and no events
have occurred which would justify such proceedings. No steps have been taken to enforce any
security over any assets of the Seller, the Company, any Material Subsidiary, or any Group
Company (to the extent such Group Company is not a Material Subsidiary and so far as the
Seller is aware) and no event has occurred to give the right to enforce such security. |

| | 54 | |

Schedule 5 : Fundamental Warranties

| | 25 | Seller is aware that the ESCO Stock issued
as Consideration Shares has not been registered under the Securities Act, and that the Consideration
Shares are deemed to constitute “restricted securities” under Rule 144 (“Rule 144”)
promulgated under the Securities Act. Seller also understands that the Consideration Shares
are being offered and sold pursuant to an exemption from registration contained in the Securities
Act based in part upon Seller’s warranties contained in this Schedule 5. |

| | 26 | Seller is obtaining the ESCO Stock issued as
Consideration Shares for its own account and has no present intention of distributing or
selling Consideration Shares except as permitted under the Securities Act, applicable state
securities laws and the Shareholder Agreement. |

| | 27 | Seller has sufficient knowledge and experience
in business and financial matters to evaluate Buyer and understand the risks and merits of
an investment in ESCO Stock and to bear the risks of such an investment. |

| | 28 | Seller has had an opportunity to discuss Buyer’s
business, management and financial affairs with directors, officers and management of Buyer.
Seller has also had the opportunity to ask questions of and receive answers from Buyer and
its management regarding the terms and conditions of an investment in ESCO Stock. |

| | 29 | Seller has the capacity to protect its own
interests in connection with the issuance of the Consideration Shares by virtue of its business
or financial expertise. |

| | 30 | Seller understands that the ESCO Stock issued
as Consideration Shares may not be sold, transferred or otherwise disposed of unless such
ESCO Stock is subsequently registered under the Securities Act or an exemption from such
registration is available. Seller has been advised or is aware of the provisions of Rule 144,
as in effect from time to time. Seller further understands and agrees that an appropriate
restrictive legend notation will be made in the book-entry account(s) in respect of
the Consideration Shares and appropriate stop transfer instructions will be placed with Buyer’s
transfer agent with respect to the Consideration Shares, which stop transfer instructions
will be removed upon expiration of the Restricted Period in accordance with the relevant
provisions in the Shareholder Agreement. |

| | 31 | Seller has satisfied itself as to the full
observance of the laws of its jurisdiction of residence in connection with the receipt of
Consideration Shares including (i) the legal requirements within its jurisdiction for
the receipt of Consideration Shares, (ii) any foreign exchange restrictions applicable
to such receipt, (iii) any government or other consents that may need to be obtained
in connection with such receipt, and (iv) the Tax (including income Tax) consequences,
if any, that may be relevant to the purchase, holding, redemption, sale or Transfer of the
Consideration Shares. |

| | 32 | Seller is an “accredited investor”
as defined in Regulation D promulgated under the Securities Act. |

| | 33 | Seller’s registered address is set forth
next to Seller’s name in Clause 29.1(b) hereof. |

| | 55 | |

Schedule 6: Business Warranties

Schedule 6

Business Warranties

Part 1 Corporate

Part 2 Accounts

Part 3 Assets

Part 4 Trading

Part 5 Finance

Part 6 Employment

Part 7 Pensions

Part 8 Properties

Part 9 Tax

| | 56 | |

Part 1

Corporate

| | 1 | Share capital of the Company and the Material
Subsidiaries |

| | (a) | The Shares: |

| | (i) | comprise the whole of the allotted and
issued share capital of the Company; |

| | (ii) | have been properly allotted and issued;
and |

| | (iii) | are fully paid and there is no obligation
to pay up any sum on them. |

| | (b) | No person,
other than the Seller or a Group Company, has (and neither the Company nor any Material Subsidiary
is party to any arrangement, or under any obligation, to create): |

| | (i) | the right (actual or contingent) to require
the allotment, issue, transfer, conversion or redemption of any share or loan capital of
the Company or any Material Subsidiary or of any other securities giving rise to a right
over the share capital of the Company or any Material Subsidiary; or |

| | (ii) | any other right relating to any of the
shares in the capital of the Company or a Material Subsidiary, or relating to any of the
rights attaching to those shares. |

| | (c) | Each
of the allotted and issued shares or other equity or share capital (as applicable) of the
Material Subsidiaries: |

| | (i) | is solely legally and beneficially owned
and held either by the Company or by a Subsidiary; and |

| | (ii) | has been properly allotted and issued
and duly authorised and validly issued fully paid up in accordance with applicable laws and
the constitutional documents of each Material Subsidiary. |

| | (d) | None
of the allotted and issued shares in the capital of a Material Subsidiary is affected by
an Encumbrance and there is no arrangement or obligation, including stockholder agreements,
buy-sell agreements, voting trust, or other agreements or understandings to which any Group
Company is a party, that could result in the creation of an Encumbrance affecting any of
the allotted and issued shares in the capital of a Material Subsidiary or any future shares
in the capital of a Material Subsidiary. |

| | (e) | The information
in Schedule 1 (Details of the Group) in respect of the Company and each Material
Subsidiary is accurate and complete. |

| | 2 | Share capital of the Subsidiaries |

| | (a) | Schedule
1 (Details of the Group) accurately and completely sets forth the capitalisation
of each Subsidiary. Each of the allotted and issued shares or other equity or share capital
(as applicable) of the Subsidiaries: |

| | (i) | other than in respect of the Non-Wholly
Owned Subsidiaries, are solely legally and beneficially owned and held either by one or more
other Group Companies; |

| | 57 | |

| | (ii) | have been properly allotted and issued
and duly authorised and validly issued or constituted in accordance with applicable laws
and the constitutional documents of the respective Subsidiary; and |

| | (iii) | are fully paid and, other than in respect
of the Non-Wholly Owned Subsidiaries, non-assessable without restriction on the right of
transfer thereof. |

| | (b) | Except
for Buyer’s rights pursuant to this Agreement, no person has or claims to have (and
there is no arrangement, or any obligation, to create): |

| | (i) | the right or option (actual or contingent)
to require the allotment, issue, transfer, conversion or redemption of any share or loan
capital of a Subsidiary or of any other securities giving rise to a right over the share
capital of a Subsidiary; or |

| | (ii) | any other right relating to any of the
shares in the capital of a Subsidiary, or relating to any of the rights attaching to those
shares, |

other than as Disclosed with respect
to the Non-Wholly Owned Subsidiaries.

| | (c) | None
of the allotted and issued shares in the capital of a Subsidiary is affected by an Encumbrance
and there is no arrangement or obligation, including stockholder agreements, buy-sell agreements,
voting trust, or other agreements or understandings to which any Group Company is a party,
that could result in the creation of an Encumbrance affecting any of the allotted and issued
shares in the capital of a Subsidiary or any future shares in the capital of a Subsidiary. |

| | (d) | Other
than in respect of the Non-Wholly Owned Subsidiaries, none of the allotted and issued shares
in the capital of a Subsidiary is subject to any agreement or arrangement which could hinder
or influence the exercise of any of the rights associated with such shares. |

| | (e) | None
of the allotted and issued shares in the capital of a Subsidiary represent assets which were
the subject of a transfer at an undervalue (within the meaning of, in respect of each Subsidiary
incorporated in the United Kingdom, sections 238 and 339 of the Insolvency Act 1986, and
in respect of any other Subsidiaries, any equivalent legislation) within the past five years. |

| | (f) | None
of the allotted and issued shares in the capital of any Subsidiary are admitted to trading
or listed on any recognised investment exchange, stock exchange or other similar body or
market anywhere in the world, nor has any application been made or agreed to be made for
any such admission or listing. |

| | (g) | Except
for shares held in the Subsidiaries, no Group Company is the legal or beneficial owner of
any shares, securities or loan capital issued by any person and is not obliged to acquire
any shares, securities or loan capital in or of any person. |

| | (h) | The shareholders’
lists (Gesellschafterliste) in respect of each German Subsidiary are current and accurate
in all respects, and no changes in the shareholdings of any such Subsidiary are pending notarisation
or registration. |

| | 3 | Dormant Subsidiaries |

| | (a) | Each
of (i) Megger New Zealand Limited (New Zealand), (ii) Megger Systems Inc. (USA)
and (iii) Megger Grid Analytics Limited (UK): |

| | (i) | is a dormant company and has never traded; |

| | 58 | |

| | (ii) | has no assets (other than those represented
by its paid up share capital) and no liabilities; |

| | (iii) | has no commitments or obligations (contractual
or otherwise); and |

| | (iv) | has never had any employees or bank accounts. |

| | (b) | Megger
Inc. (USA) is a dormant company and has not traded in the past five years. |

| | 4 | Branches |

No Group Company has a branch, agency
or place of business, or a permanent establishment outside of their country of incorporation other than as Disclosed.

| | 5 | Directors |

The only directors and/or managing
directors (as applicable) of a Group Company are the persons specified in Schedule 1 (Details of the Group) and no person
is a shadow director of a Group Company (to the extent such term is applicable in the jurisdiction of the respective Group Company).

| | 6 | Due incorporation |

| | (a) | Each
Group Company is properly incorporated and duly organised, validly existing and in good standing
under the laws of the jurisdiction of its incorporation. No Group Company has, since the
Accounts Date, been required to be registered, licensed or qualified to do business in any
other jurisdiction in order to conduct its business. |

| | (b) | Each
Group Company has all requisite (corporate or other) power and authority to own, lease or
use their assets and properties (as applicable) and to conduct the business in which they
are engaged and hold all material authorisations, licences and permits necessary and required
therefor and all such authorisations, franchises, licences and permits are valid and subsisting. |

| | (c) | No bankruptcy
or insolvency proceeding concerning any Group Company has been initiated, applied for, or
opened, or rejected because of a lack of assets and no circumstances exist which would require
an application for any bankruptcy or insolvency proceedings concerning any Group Company. |

| | 7 | Constitutional documents |

So far as the Seller is aware, any
copy of the memorandum and articles, certificate or deed of incorporation or organisation, shareholders’ list, commercial register
excerpts, share ledger, register of beneficial owners, bylaws, operating agreement, articles of association or equivalent constitutional
documents of each Group Company in section 1.2 of the Data Room is up-to-date, accurate and are the true, complete and correct copies
of such constitutional documents. No Group Company is nor has been in the last seven years in breach or violation of or default under
any provision of its constitutional documents.

| | 8 | Statutory books |

| | (a) | At Completion,
in all material respects, complete copies of the books of account, minute books, bank accounts,
and other corporate records of the Group will be in the possession or control of a Group
Company. |

| | 59 | |

| | (b) | The books
and records of each Group Company: |

| | (i) | are in the possession or control of each
respective Group Company and are not subject to any audit or inspection pursuant to any specific
order or directions issued by any governmental agency other than in the ordinary course of
business; and |

| | (ii) | have been properly kept as per applicable
laws, are up-to-date and contain an accurate and complete record of the matters they are
required by applicable law to contain. |

| | (c) | No notice
or allegation has been received that the statutory books of a Group Company (if applicable)
are incorrect or require rectification in order to comply with applicable law, regulation
or court order. |

| | 9 | Documents filed |

| | (a) | All returns,
particulars, resolutions and documents required to be filed by each Group Company pursuant
to applicable law, regulation or court order have been duly filed and were correct in all
material respects and the statutory duty and/or any other payments payable in respect thereof
has been fully paid. |

| | (b) | All charges
with respect to a Group Company have (if registerable) been registered with the relevant
authority in accordance with, in respect of each Group Company incorporated in the United
Kingdom, sections 860 and 878 Companies Act 2006, and in respect of any other Group Companies,
any equivalent legislation. |

| | (c) | There
are no pending filings with the Registrar of Companies in respect of a Group Company incorporated
in the United Kingdom, or other equivalent company registries in respect of a Group Company
incorporated outside the United Kingdom and, in particular, there are no unresolved queries
or objections from such applicable authority in relation to any such filings. |

| | 10 | Possession of documents |

All title deeds relating to the material
assets of each Group Company, an executed copy of all material agreements to which a Group Company is a party, and all other documents
which are required by law, regulation or court order to be held by a Group Company, are in the possession or control of such Group Company.

| | 11 | Investigations |

So far as the Seller is aware, no investigations
or enquiries by, or on behalf of, a governmental or other body in respect of the affairs of a Group Company are taking place or pending.

| | 12 | Commissions |

No person is entitled to receive from
a Group Company a finder’s fee, management fee, brokerage or other commission in connection with the sale and purchase of the Shares
under this Agreement or arrangements leading to the sale of the Shares.

| | 13 | Non-contravention* |

| | (a) | Other
than Conditions, no Group Company is a party to, subject to or bound by any law or order
that would (i) conflict with or be breached or in violation or the obligations thereunder
accelerated, increased, extinguished or terminated (whether or not with notice or lapse of
time or both) by the execution, delivery or performance by the Company or any Subsidiary
of this Agreement or any Transaction Document, or (ii) prevent the carrying out of the
transactions contemplated hereby or thereby. |

| | 60 | |

| | (b) | Other
than the Conditions, no permit, consent, waiver, approval or authorisation of, or declaration
to or filing or registration with, any government or third party is required in connection
with the execution, delivery or performance of this Agreement or any Transaction Document
by the Company or any Subsidiary or the consummation of the transactions contemplated hereby
or thereby. |

| | (c) | None
of the execution or delivery of this Agreement or the Transaction Documents by the Company
or any Subsidiary or the consummation of the transactions contemplated hereby or thereby
will (i) violate, conflict with or result in any breach of any provision of their respective
constitutional documents, (ii) result in the creation of any Encumbrance against any
Group Company or any of the properties or assets of any Group Company or (iii) result
in the creation of any Encumbrance against the allotted and issued shares of the Group Companies. |

| | 14 | Information |

The information in Schedule 1 (Details
of the Group) is accurate and complete.

| | 61 | |

Part 2

Accounts*

| | 15 | Accounts |

| | (a) | The Accounts
were prepared using the same accounting policies and estimation techniques used in preparing
the audited accounts of the Group for the three last preceding accounting periods. |

| | (b) | The Accounts: |

| | (i) | give a true and fair view of the assets
and liabilities and financial position of the Group at the Accounts Date and its profits
for the financial period ended on that date; |

| | (ii) | have been prepared in accordance with
the requirements of the Companies Act 2006 and other relevant statutes; and |

| | (iii) | comply with all Relevant Accounting
Standards in force at the date the Accounts were prepared and approved. |

| | 16 | Accounting reference date |

The accounting reference date of each
Group Company incorporated in the United Kingdom, for the purposes of section 391 Companies Act 2006, is 30 November.

| | 17 | Books and records |

The accounts, books, ledgers, financial
and other records of each Group Company:

| | (i) | are in its possession or control; and |

| | (ii) | have been properly kept and contain an
accurate and complete record of the matters with which they are required by applicable law,
regulation and accounting policy to deal. |

| | 62 | |

Part 3

Assets

| | 18 | Ownership |

| | (a) | Each
of the assets included in the Accounts (other than assets disposed of in the normal course
of trading) or acquired by a Group Company since the Accounts Date or used by a Group Company
in the operation of its business is: |

| | (i) | in the possession or under the control
of a Group Company, or the relevant Group Company is validly entitled to use or utilise such
assets; and |

| | (ii) | either validly entitled to be used or
utilised by the relevant Group Company, or fully paid for and legally and beneficially owned
solely by a Group Company free from all Encumbrances and other third party rights, subject
to hire purchase, leasing and rental agreements entered into in the ordinary course of business. |

| | (b) | No Group
Company is obliged to dispose of a right or an interest in any fixed asset that is material
to such Group Company or its business. |

| | (c) | Where
an asset is used but not owned by a Group Company, no event or circumstance has arisen, or,
so far as the Seller is aware, is likely to arise, which would permit a third party to: |

| | (i) | terminate the agreement under which the
asset is used by a Group Company; or |

| | (ii) | take the asset away from a Group Company’s
possession or use; or |

| | (iii) | increase the payments due from a Group
Company, other than in the ordinary course of business. |

| | 19 | Assets sufficient for the business* |

The assets owned by the Group, together
with assets held under hire purchase, leasing, license and rental agreements, comprise all assets necessary for the continuation of the
business of the Group as carried on.

| | 20 | Stock and work in progress |

| | (a) | The stock
and inventory of each Group Company: |

| | (i) | is, to the Seller’s knowledge, capable
of being sold in the normal course of trading, at its current list price, subject to discounts
and rebates customarily applied across the Group’s business as promotional activities
and other than as provisioned for in the Accounts; |

| | (ii) | is held at an adequate level, having
regard to the relevant Group Company’s trading requirements, the time of year and work-in-progress
amounts; and |

| | (iii) | was
valued for the purpose of the Accounts in accordance with the accounting policies contained
in folder 2.7.1 of the Data Room. |

| | (b) | The work
in progress of each Group Company is adequate to maintain cash flow in accordance with the
usual practices of the Group in the 12 months prior to the date of this Agreement. |

| | 63 | |

| | 21 | Condition |

| | (a) | To the
Seller’s knowledge, the plant, machinery, vehicles, equipment and other tangible fixed
assets used in connection with the business of each Group Company: |

| | (i) | are in a good working order for the purposes
for which they are currently used and have been properly maintained in accordance with usual
business practices of the Group; and |

| | (ii) | are not expected to require replacements
or additions at an annual cost materially greater than the annual capital expenditure of
the Group in the prior two accounting periods. |

| | (b) | Maintenance
contracts are in full force in respect of all assets of any Group Company which it is normal
or prudent to have maintained by independent or specialist contractors in order to maintain
the usual use of such assets or in respect of which a Group Company is legally obliged to
maintain or repair. |

| | 22 | Liabilities* |

| | (a) | There
are no liabilities (including contingent, disputed, unquantified or unknown liabilities)
of a Group Company except for any matter disclosed in the Accounts or incurred, in the normal
course of its trading business, since the Accounts Date. |

| | (b) | There
has been no exercise, purported exercise or claim for an Encumbrance over assets of a Group
Company. |

| | (c) | No Group
Company has an exposure in relation to interest or exchange rate fluctuations. |

| | 23 | Insurance |

| | (a) | Assets
and undertakings of each Group Company of an insurable nature (excluding the Properties)
are, and have at all material times been, insured in accordance with customary commercial
practices of persons carrying on the same kind of business as that carried on the Group. |

| | (b) | Each
Group Company is, and has at all material times been, adequately covered against accident,
damage, injury, third party loss (including product liability), loss of profits and other
risks normally insured against by persons carrying on the same kind of business as that carried
on by it. |

| | (c) | All insurance
policies of the Group as Disclosed are in full force and effect, and nothing has been done
or omitted to be done which could make any policy of insurance void or voidable, or which
is likely to lead to insurers refusing a claim or terminating a policy. |

| | (d) | No claim
is outstanding, or may be made, under any of the insurance policies of the Group as Disclosed
and, so far as the Seller is aware, there is nothing which is likely to give rise to such
a claim. |

| | 24 | IPR* |

| | (a) | In this
paragraph 7 (IPR): |

“ Group IPR ” means
IPR owned, used or exploited by any Group Company.

| | 64 | |

“ Inward IPR Licences ”
means licences granted to any Group Company by a third party for use of IPR.

“ Outward IPR Licences ”
means licences granted by any Group Company to a third party for use of IPR.

“ Registered IPR ”
means Group IPR which has been registered or for which application for registration has been made, in the name of a Group Company.

| | (b) | A Group
Company is the sole legal and beneficial owner of the Group IPR except for Group IPR used
under Inward IPR Licences. Other than Group IPR used under Inward IPR Licences, the Group
IPR is not subject to any Encumbrances or other restrictions affecting the Group’s
ability to use or exploit it. So far as the Seller is aware, all moral rights associated
with Group IPR have been waived by the relevant party. |

| | (c) | The Group
IPR comprises the IPR required to enable each Group Company to carry on its business in the
same manner and to the same extent as it has been carried out in the 12 months before Completion. |

| | (d) | So far
as the Seller is aware, none of the Group IPR will be adversely affected by the acquisition
of the Shares or the performance of this Agreement. Other than under Inward IPR Licences,
the use of the Group IPR by the Group is not subject to any payment by any Group Company. |

| | (e) | So far
as the Seller is aware, all the Group IPR is valid, subsisting and enforceable. No actions,
claims, counterclaims, applications or allegations contesting the validity or enforceability
of any Group IPR or its ownership by any Group Company have been brought or made and, so
far as the Seller is aware, are pending or anticipated and, so far as the Seller is aware,
there are and have been no facts, matters or circumstances which could give rise to such
an action, claim, counterclaim, application or allegation. |

| | (f) | There
have been no actions, claims, counterclaims, applications or allegations received by a Group
Company alleging that the operation of the business of each Group Company and the use of
Group IPR by licensees under the Outward IPR Licences, has infringed, or infringes any third
party’s IPR, and, so far as the Seller is aware, there are and have been no facts,
matters or circumstances which could give rise to such an action, claim, counterclaim, application
or allegation. |

| | (g) | There
have been no actions, claims, counterclaims, applications or written allegations by any Group
Company against any third party alleging infringement of any Group IPR and, so far as the
Seller is aware, there are and have been no facts, matters or circumstances which could give
rise to any such action, claim or allegation. |

| | (h) | All documents
material to the Group’s right, title and interest in the Group IPR, including all documents
and materials necessary for the maintenance of the Registered IPR, form part of the records
or materials in the possession or ownership of a Group Company. |

| | (i) | Copies
of all Inward IPR Licences and Outward IPR Licences which are in writing (excluding standard
form licences for off-the-shelf computer software) and which are material to any Group Company
have been Disclosed. Details and terms of all Inward IPR Licences and Outward IPR Licences
which are not in writing and which are material to any Group Company have been Disclosed.
In respect of all Inward IPR Licences and all Outward IPR Licences, so far as the Seller
is aware: |

| | (i) | the licence is in full force and effect;
and |

| | (ii) | no party to it is or has been in material
breach of any terms of the licence and there are no facts, matters or circumstances that
could give rise to a termination or restriction of the licence during its term. |

| | 65 | |

| | (j) | So far
as the Seller is aware, no Group Company has permitted or acquiesced to the use of any of
the Group IPR by any third party other than under an Outward IPR Licence. |

| | (k) | In relation
to the Registered IPR: |

| | (i) | it is in the name of a Group Company; |

| | (ii) | so far as the Seller is aware, nothing
has been done or omitted to have been done by which any person may be able to seek cancellation
or rectification or any other modification of any Registered IPR and so far as the Seller
is aware, no person has done so; |

| | (iii) | all fees have been paid and all deadlines
have been met in connection with all applications for registration, and registrations and
renewals of, Registered IPR; and |

| | (iv) | no opposition to any applications has
been filed and, so far as the Seller is aware, there are no facts, matters or circumstances
which would indicate or suggest that any opposition is likely to be made; and |

| | (v) | so far as the Seller is aware, there are
no facts, matters or circumstances which would indicate or suggest that any of the applications
may not be granted and/or proceed to registration in full in accordance with the application. |

| | (l) | Sections
7.1, 13.6 and 11.1.1 of the Data Room list details of all Registered IPR and other Group
IPR which is material to a Group Company. |

| | (m) | No Group
Company has sold or transferred or otherwise disposed of any IPR that was or is material
to a Group Company in the three year period before Completion. |

| | (n) | No Group
Company has disclosed, or permitted to be disclosed, or undertaken or arranged to disclose,
to a person other than the Buyer any of its material know-how, technical information, trade
secrets, databases of prices, customers or suppliers, or of any other confidential information
other than pursuant to written agreements of confidentiality. |

| | (o) | All of
the Group Company’s employees, founders, officers, contractors, consultants and any
other individuals or entities (including the Group Company’s directors and advisors),
past and present, who were or are engaged in the creation or development of any Group IPR
which is material to the Group Companies (“ IP Contributors ”), have entered
into written binding agreements with the applicable Group Company which assign to the applicable
Group Company all rights, title and interests in such Group IPR. |

| | 25 | Information Technology* |

| | (a) | In this
paragraph 8 (Information Technology): |

“ IT Systems ” means
the information and communications technologies used by the Group Companies including computer hardware, software, operating systems,
data, internet and web sites, firmware, networking, peripherals and all associated documentation or other infrastructure equipment or
systems.

| | 66 | |

“ Licensed Software ”
means any software which forms part of the IT Systems and which is required to be licensed to any Group Company under a licence from
a third party (excluding standard form licences for off the shelf computer software).

“ Open Source Software ”
means any Licensed Software used by any Group Company which is licensed on terms which comply with the Open Source Definition, as amended
from time to time by the Open Source Initiative.

“ Owned Software ”
means any software which forms part of the IT Systems, the IPR to which are owned by a Group Company.

| | (b) | In relation
to the Owned Software: |

| | (i) | details of Owned Software which is material
to any Group Company have been Disclosed; and |

| | (ii) | the Owned Software is owned by the relevant
Group Company free of any Encumbrances. |

| | (c) | In relation
to the Licensed Software, details of the Licensed Software which is material to any Group
Company have been Disclosed. With respect to such Licensed Software the Licensed Software
is licensed to the relevant Group Company. |

| | (d) | To the
extent the IT Systems comprise Open Source Software, details of that Open Source Software
have been Disclosed. |

| | (e) | Each
Group Company is the legal and beneficial owner of all computer hardware comprised in the
IT Systems used by that Group Company in connection with its business. A list of all material
contracts under which the IT Systems are owned, supplied, acquired, maintained and used by
any Group Company has been Disclosed and, so far as the Seller is aware, the relevant Group
Company and counterparty are not in material breach of such contracts. |

| | (f) | The IT
Systems: |

| | (i) | have not been affected by any defects
or other faults that have caused any material or repeated interruption to any Group Company’s
business at any time during the 3 years before the date of this Agreement; |

| | (ii) | are functional and comprise the information
and communication technologies necessary for the continuation of the business of each Group
Company in the same manner and to the same extent as it has been carried out in the 12 months
before Completion; and |

| | (iii) | are not outsourced to or otherwise administered
or controlled by, or shared with, any third party. |

| | (g) | So far
as the Seller is aware, the IT Systems do not contain any viruses, worms, trojan horses,
bugs, faults or other malicious code, devices, errors, contaminants or effects that (i) disrupt
or adversely affect the functionality of any IT Systems (except as disclosed in their documentation),
or (ii) enable or permit any person to access without authorisation any IT Systems. |

| | 67 | |

| | 26 | AI |

| | (a) | In this
paragraph 9 (AI): |

“ AI Technologies ”
means (i) deep learning, machine learning, machine-based, and other artificial intelligence technologies, software and systems,
including large language models, generative pre-trained transformer, and any and all technologies, software and systems that can, for
a given set of machine or human-defined objectives, autonomously generate information, data and/or content including predictions, recommendations,
or decisions influencing the real and/or virtual environments with which such technologies interact, or (ii) any other technology
or systems defined as artificial intelligence, machine learning, or similar term under applicable law.

| | (b) | No Group
Company has authorised any employee, consultant, contractor or other person acting on behalf
of a Group Company to use Generative AI in connection with the creation or development of
any material inventions, artistic works or other works of authorship with respect to the
Business. |

| | (c) | Each
Group Company uses AI Technologies in material compliance with the applicable licence terms
and applicable laws. So far as the Seller is aware, no employee, consultant, contractor or
other person acting on behalf of a Group Company has included any sensitive personal data,
trade secrets or material confidential or proprietary information of any Group Company, or
of any third party disclosed to a Group Company under an obligation of confidentiality in
any prompts or inputs into any AI Technologies, except in cases where such AI Technologies
do not use such information, prompts or services to train the machine learning or algorithm
of such tools or improve the services related to such tools. So far as the Seller is aware,
no employee, consultant, contractor or other person acting on behalf of a Group Company has
used any AI Technologies in a manner that adversely affects the ownership, validity, enforceability,
registrability, or patentability of any Group IPR. |

| | 68 | |

Part 4

Trading

| | 27 | Changes since Accounts Date* |

Since the Accounts Date:

| | (a) | the business
of each Group Company has been continued in the usual course without any material interruption
or material alteration in the nature, scope or manner of the business; |

| | (b) | there
has been no material adverse change in the turnover, or in the financial or trading position
or prospects or material assets, of a Group Company; |

| | (c) | no Group
Company has, by doing or omitting to do anything, materially prejudiced its goodwill; |

| | (d) | no Group
Company has adopted, materially amended, or terminated, or committed to the adoption, material
amendment, or termination of any plan, programme, agreement, policy or arrangement that is
described in Schedule 6, Part 6 (Employment) or Schedule 6, Part 7 (Pensions),
in each case other than in the ordinary course of business; and |

| | (e) | no dividend
or other distribution has been declared, made or paid by a Group Company. |

| | 28 | Effect of sale of Shares* |

So far as the Seller is aware, after
Completion (whether by reason of an existing agreement or arrangement or otherwise) or as a result of the acquisition of the Shares by
the Buyer or the performance of this Agreement:

| | (i) | no material supplier of a Group Company
will cease, or be entitled to cease, supplying it or may substantially reduce its level of
supplies to it; |

| | (ii) | no material customer of a Group Company
will cease, or be entitled to cease, to deal with it or may substantially reduce its existing
level of business with it; and |

| | (iii) | no Group Company will lose the benefit
of a material right or benefit which it enjoys. |

| | 29 | Subsisting contracts |

| | (a) | Complete
and accurate details of all Material Contracts have been Disclosed. |

| | (b) | No Group
Company is a party to, subject to or bound by any Material Contract that would (i) conflict
with or be breached or in violation or the obligations thereunder accelerated, increased,
extinguished or terminated (whether or not with notice or lapse of time or both) by the execution,
delivery or performance by the Company or any Subsidiary of this Agreement or any Transaction
Document, or (ii) prevent the carrying out of the transactions contemplated hereby or
thereby. |

| | (c) | So far
as the Seller is aware, no Material Contract to which a Group Company is a party is unenforceable
against any other party to it. |

| | 69 | |

| | (d) | No offer,
tender or the like is outstanding which may be converted into an obligation of a Group Company
by acceptance by, or other act of, another person other than in the ordinary course of the
business of such Group Company. |

| | (e) | No Group
Company has manufactured, sold or supplied products which are, or were, or will become in
a material respect faulty or defective, or which do not comply in a material respect with
warranties or representations expressly or impliedly made by it, or with applicable regulations,
standards and requirements, in each case excluding defective or faulty products in the ordinary
course of business consistent with the usual levels of defective or faulty products of the
Group. |

| | (f) | Full
details of any notice of termination of any Material Contract given or received by a Group
Company in the last 12 months have been Disclosed. |

| | 30 | Business Continuity |

Each Group Company has in place (in
accordance with good industry practice as would be expected from a leading company within its relevant industry or business sector) all
applicable regulatory requirements, a fully documented business continuity and crisis management plan which would enable the maintenance
or prompt restoration of business-critical functions upon the occurrence of any unplanned interruption, event or circumstance that may
impair its ability to carry on its business, including (without limitation), any civil emergency, pandemic or civil unrest.

| | 31 | Joint ventures and partnerships |

| | (a) | Other
than in respect of the Non-Wholly Owned Subsidiaries, no Group Company is or has agreed to
become a participant in or member of a joint venture, consortium, partnership or other unincorporated
association. |

| | (b) | Other
than in respect of the Non-Wholly Owned Subsidiaries, no Group Company is a party to an agreement
or arrangement for sharing commissions or other income. |

| | 32 | Arrangements restricting business |

No Group Company is:

| | (a) | a party
to an agency or distributorship agreement or arrangement the existence of which has not been
Disclosed; |

| | (b) | a party
to an agreement or arrangement which restricts its freedom to carry on its business as it
thinks fit; or |

| | (c) | bound
by an undertaking or assurance given to a court or governmental agency, and no undertaking
which is still in force has been given to a third party arising out of any legal proceedings. |

| | 33 | Guarantees and indemnities |

There is no subsisting guarantee or
agreement for indemnity or for suretyship given by, or in favour of, a Group Company or for its accommodation other than in respect of
Leases in the ordinary course of business.

| | 34 | Purchases and sales from or to one party |

No Group Company has obtained or made
more than 10% of the aggregate amount of its purchases or more than 10% of the aggregate amount of its sales from or to the same supplier
or customer (including a person connected with the supplier or customer) and no material source of supply to, or outlet for the sales
of, a Group Company is or is likely to be in jeopardy.

| | 70 | |

| | 35 | Insider contracts* |

| | (a) | No Group
Company is, nor has it within the last three years been, a party to any agreement or arrangement
in which: |

| | (i) | the Seller or any of its connected persons;
or |

| | (ii) | a director of a Group Company, or any
of their connected persons, |

is or has been interested, whether
directly or indirectly.

| | (b) | No Group
Company is a party to, and its profits or financial position during the past three years
have not been affected by, an agreement or arrangement to which a Group Company was party
which was or is not at arm’s length. |

| | 36 | Seller’s other interests and liabilities |

Neither the Seller nor any of its connected
persons is:

| | (a) | directly
or indirectly interested in any business which is or is likely to be, or become, competitive
with the business of a Group Company; or |

| | (b) | indebted
to a Group Company. |

| | 37 | Defaults* |

| | (a) | No Group
Company is, nor is the Seller aware of any circumstances that would be reasonably likely
to result in a Group Company becoming, in default under a Material Contract. |

| | (b) | No threat
or claim of default has been made and is outstanding against a Group Company in respect of
a Material Contract. |

| | (c) | No counterparty
to a Material Contract is in default under such Material Contract nor is the Seller aware
of any circumstances that would be reasonably likely to result in a counterparty to a Material
Contract becoming in default under such Material Contract. |

| | 38 | Litigation and disputes* |

| | (a) | No Group
Company is engaged in litigation or arbitration proceedings as claimant or defendant; there
are no proceedings pending or, so far as the Seller is aware, threatened, either by or against
a Group Company; and the Seller is not aware of any circumstances which are likely to give
rise to litigation or arbitration. |

| | (b) | No Group
Company is in dispute with any person (including any statutory or regulatory body, trade
association or contractual counterparty of a Group Company), other than in respect of matters
in the ordinary course of business including customary warranty claims and repairs, and the
Seller is not aware of any circumstances which are likely to give rise to such a dispute. |

| | 71 | |

| | 39 | Insolvency* |

| | (a) | No order
has been made, petition presented or resolution passed, or meeting convened, for the winding-up
or provisional winding-up of a Group Company, or whereby the assets of a Group Company are
to be distributed to creditors, shareholders or other contributories. |

| | (b) | No insolvency
proceedings concerning any Group Company have been applied for by the Seller or any Group
Company or have been opened or rejected by reason of a lack of assets. |

| | (c) | No Group
Company is the subject of an application to the court for an administration order, a notice
of appointment of an administrator, a notice of intention to appoint an administrator or
has an administrator appointed over it. |

| | (d) | No action
has been taken for a Group Company to enter into any arrangement or composition for the benefit
of creditors, or for the appointment of a receiver, administrative receiver or similar officer
of a Group Company’s undertaking, interests, properties, revenues or assets. |

| | (e) | No distress,
execution or other process has been levied in respect of a Group Company which remains undischarged
and there is no unfulfilled or unsatisfied judgment or court order outstanding against a
Group Company. |

| | (f) | No Group
Company has stopped payment or is insolvent or unable to pay its debts within the meaning
of section 123 Insolvency Act 1986 (as it may be amended from time to time) (but omitting
any requirement to prove anything to the satisfaction of the court). |

| | 40 | Compliance* |

| | (a) | Each
Group Company has at all times conducted, and is conducting, its business in all material
respects in compliance with the laws and regulations, statutory or regulatory guidance, orders
or notices of those countries where it operates. |

| | (b) | No Group
Company has, and none of its officers, managing directors, agents or employees (during the
course of their duties in relation to it) has, committed or omitted to do anything, the commission
or omission of which is or could be in contravention of an act, order, regulation or the
like giving rise to a penalty, default proceedings or other loss or liability. |

| | (c) | Each
Group Company has carried on business and conducted its affairs in accordance with its articles
of association, constitutional documents and all other documents to which it is or has been
a party in all material respects. |

| | (d) | Each
Group Company has the power and is qualified to carry on business in the jurisdictions in
which it carries on business. |

| | 41 | Licences and consents* |

| | (a) | Each
Group Company has all licences, consents, permits and accreditations (whether statutory,
regulatory, contractual or otherwise) (“ Permits ”) necessary or desirable
for the carrying on of its business. |

| | (b) | All the
Permits are valid and subsisting; no Group Company is in breach of any of them; and so far
as the Seller is aware there is nothing that might prejudice their continuation or renewal
on their current terms. |

| | (c) | Details
of each Permit are set out in section 10 of the Data Room. |

| | 72 | |

| | 42 | Business names |

Other than as Disclosed, no Group Company
uses a name for any purpose other than its full corporate name.

| | 43 | Powers of attorney and authority |

| | (a) | No power
of attorney given by a Group Company is in force other than to employees, legal counsel or
other advisors of the Group in the ordinary course of business for genuine business purposes. |

| | (b) | No authorities
(express or implied) by which a person may enter into a contract or commitment on behalf
of a Group Company are outstanding other than to employees, legal counsel or other advisors
of the Group in the ordinary course of business for genuine business purposes. |

| | 44 | Anti-competitive arrangements |

| | (a) | So far
as the Seller is aware, no Group Company (including any of its officers, managing directors,
employees or agents) has committed, or omitted to do, any act or thing which could give rise
to a fine, penalty or any proceedings under applicable competition legislation. |

| | (b) | So far
as the Seller is aware, no Group Company is (nor has it been) a party to an agreement, arrangement,
business practice or conduct which infringes or infringed (as applicable): |

| | (i) | any provision of the Competition Act 1998
and/or Enterprise Act 2002; |

| | (ii) | Article 101 or 102 of the Treaty
on the Functioning of the European Union; or |

| | (iii) | any other competition legislation in
any jurisdiction in which a Group Company carries on business. |

| | (c) | So far
as the Seller is aware, no Group Company is (nor has it been) a party to an agreement or
business practice in respect of which: |

| | (i) | it has given an undertaking or commitment;
or |

| | (ii) | an order, judgment, decision or direction
has been made against or in relation to it, |

under competition legislation in any
jurisdiction in which it carries on business.

| | (d) | So far
as the Seller is aware, no Group Company is (nor has it been) a party to an agreement, arrangement,
business practice or conduct in respect of which it has received any request for information,
statement of objections, decisions or similar document from the CMA (including any predecessor
authority), the European Commission, a court, a tribunal, or other competent authority (as
applicable). |

| | (e) | So far
as the Seller is aware, no Group Company is, nor has it been, the subject of any actual or
threatened complaint or allegation concerning any alleged infringement of any competition
rules in any jurisdiction. |

| | 73 | |

| | (f) | So far
as the Seller is aware, no Group Company has been a party to any acquisition, merger or joint
venture which: |

| | (i) | was or was required to be notified to
the European Commission under Council Regulation (EC) 139/2004 (as amended), or any predecessor
Regulation, or to the EFTA Surveillance Authority or the European Commission under Article 57
of the Agreement constituting the European Economic Area; or |

| | (ii) | was or qualified to be investigated by
the CMA (including any predecessor authority) under part 3 of the Enterprise Act 2002 or
under the Fair Trading Act 1973; or |

| | (iii) | was or was required to be notified to,
or was investigated by, any other competition authority under applicable merger control laws
in any relevant jurisdiction. |

| | 45 | NS&I |

So far as the Seller is aware, no Group
Company has been a party to any transaction which was subject to a notification obligation to, but did not obtain the necessary approval
from:

| | (a) | the Secretary
of State pursuant to the National Security & Investment Act 2021; or |

| | (b) | any other
government or regulatory body pursuant to legislation regulating transactions on the basis
of national security, investment control, foreign ownership or other public policy grounds. |

| | 46 | Foreign Subsidies Regulation |

| | (a) | So far
as the Seller is aware, no Group Company has completed any transaction in breach of the FSR
or participated in any public procurement procedure in which it did not comply with the FSR,
nor has it committed or omitted to do any other act or thing which could give rise to a fine
or other penalty under the FSR. |

| | (b) | So far
as the Seller is aware, no Group Company has received any financial contribution or subsidy
which the European Commission has reviewed in accordance with Article 9 of the FSR,
nor has any Group Company offered any commitments to, or been subject to redressive measures
from, the European Commission under the FSR. |

| | 47 | Sanctions* |

| | (a) | No Group
Company, nor any director, managing director, officer, agent, employee of any Group Company,
is a Sanctioned Person. |

| | (b) | No Group
Company, nor any director, managing director, officer, agent, or employee of (and in connection
to their engagement by), any Group Company, has, for the past 10 years, engaged in any activity,
practice or conduct that is contrary to or a violation of applicable Sanctions and/or Trade
Control Laws. |

| | (c) | No Group
Company, nor any director, managing director, officer, agent, or employee of (and in connection
to their engagement by) any Group Company, is or has been the subject of any investigation,
inquiry or enforcement proceedings by any governmental, administrative or regulatory body
regarding any offence or alleged offence related to compliance with applicable Sanctions
and/or Trade Control Laws, and no such investigation, inquiry or proceedings have been threatened
or are pending and there are no circumstances likely to give rise to any such investigation,
inquiry or proceedings. |

| | 74 | |

| | 48 | Anti-corruption and money laundering* |

| | (a) | In this
paragraph 22 (Anti-corruption and money laundering): |

“ Associated Person ”
means, in relation to an undertaking, a person (including an employee, managing director, officer, agent, representative or consultant)
who performs or has performed services for or on behalf of that undertaking.

“ Applicable Requirements ”
means:

| | (i) | all applicable laws, regulations, orders
and notices in force from time to time relating to anti-bribery and anti-corruption matters,
including the Bribery Act 2010, the Prevention of Corruption Act 1988 and the US Foreign
Corrupt Practices Act 1977; and |

| | (ii) | all applicable laws, regulations, rules imposed
by government authorities, financial regulators, generally accepted industry guidance or
other procedures (including all internal policies and procedures) for the prevention of money
laundering and terrorist financing (including as defined in Article 1 of Directive 2005/60/EC
of the European Parliament and of the Council of 26 October 2005 on the prevention of
the use of the financial system for the purpose of money laundering and terrorist financing),
including all applicable requirements of that Directive, the Proceeds of Crime Act 2002,
the Terrorism Act 2000, the Money Laundering Regulations 2007, the Financial Conduct Authority
(including requirements and/or guidance issued or approved) , the German Anti-Money Laundering
Act (Geldwäschegesetz – GwG), the Prevention of Money Laundering Act 2002
and guidance issued by the Joint Money Laundering Steering Group. |

| | (b) | No Group
Company nor any of its Associated Persons (in connection with their engagement by a Group
Company) is or has at any time been: |

| | (i) | engaged in any activity, practice or conduct
which would constitute an offence under the Applicable Requirements; or |

| | (ii) | convicted of any offence involving bribery,
corruption, fraud or dishonesty; or |

| | (iii) | the subject of any investigation, inquiry
or enforcement proceedings by any governmental, administrative or regulatory body or any
customer or any internal investigation regarding any offence or alleged offence under the
Applicable Requirements; and no such investigation, inquiry or proceedings have been threatened
or are pending nor are there any circumstances likely to give rise to any such investigation,
inquiry or proceedings. |

| | (c) | Each
Group Company and, so far as the Seller is aware, its respective Associated Persons have
at all times maintained and enforced appropriate policies and procedures designed to ensure,
and which are reasonably expected to ensure, compliance by each Group Company and their respective
Associated Persons for the time being with all Applicable Requirements. |

| | (d) | No Group
Company has conducted or initiated an internal review or investigation related to potential
or alleged violations of Applicable Requirements or made any voluntary disclosure to any
regulatory or governmental body or other person with respect to a possible violation of Applicable
Requirements. |

| | 75 | |

| | (e) | No Group
Company has made any contribution or donation to any candidate for political office or person
holding political office and all the donations made by each of the Group Company were made
and have been made in compliance with the Applicable Requirements. |

| | 49 | Modern Slavery |

| | (a) | The modern
slavery and human trafficking policy of the Group located in the Data Room at section 5.1.2
and the Group’s code of conduct located in the Data Room at section 5.1.5 contain details
of the steps taken by each Group Company to ensure that slavery, servitude, forced or compulsory
or child labour and human trafficking is not taking place in any part of its own business
or any of its supply chains. |

| | (b) | No Group
Company nor any of its officers, managing directors, employees or representatives nor, so
far as the Seller is aware, any supplier has committed any offence or been the subject of
any investigation, enquiry, court order or enforcement action in relation to slavery, servitude,
forced or compulsory or child labour and/or human trafficking including, without limitation,
under the Modern Slavery Act 2015. |

| | 50 | Data Protection* |

| | (a) | In this
paragraph 24 (Data Protection): |

| | (i) | “ Data Protection Laws ”
means: |

| | (A) | the General Data Protection Regulation (EU
2016/679) (“ GDPR ”); |

| | (B) | the UK Data Protection Laws; |

| | (C) | all applicable U.S. federal and state data
protection and privacy laws, including without limitation the California Consumer Privacy
Act of 2018 (as amended by the California Privacy Rights Act of 2020); |

| | (D) | all other legislation and regulatory requirements
in force from time to time which apply to a party relating to the use of personal data (including,
without limitation, any legislation of the European Union or an EEA member state that implements
Directive 2002/58/EC of the European Union Parliament and of the Council of 12 July 2002
concerning the processing of personal data and the protection of privacy in the electronic
communications sector and, as applicable, the Israeli Protection of Privacy Law, 1981 as
amended and related regulations); |

| | (ii) | “ Data Protection Policies ”
means the data protection and privacy policies of the Group; |

| | (iii) | “ Data Subject Request ”
means any written request from a data subject concerning his or her rights of access to,
rectification, erasure, objection to or restriction of processing of personal data under
applicable Data Protection Laws; |

| | (iv) | “ Personal Data Breach ”
means a breach of security leading to the accidental or unlawful destruction, loss, alteration,
unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise
processed including any other functional equivalent of “Personal Data Breach”
under one or more applicable Data Protection Laws; |

| | 76 | |

| | (v) | “ Supervisory Authority ”
means any regulatory, supervisory, governmental or other competent authority with jurisdiction
or oversight over applicable Data Protection Laws; |

| | (vi) | “ UK Data Protection Laws ”
means all applicable data protection and privacy legislation in force from time to time in
the UK including, without limitation: |

| | (A) | the UK GDPR; |

| | (B) | the Data Protection Act 2018 and regulations
made thereunder; and |

| | (C) | the Privacy and Electronic Communications
(EC Directive) Regulations 2003 (SI 2003/2426), as amended; |

| | (vii) | “ UK GDPR ” has the
meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data
Protection Act 2018; and |

| | (viii) | the terms data processor, processing,
data subject and personal data have the meanings given to them in the GDPR (or other applicable
Data Protection Law as the context requires). |

| | (b) | In the
five years prior to the date of this Agreement, each Group Company has materially complied
with all applicable Data Protection Laws and Data Protection Policies. |

| | (c) | The Data
Protection Policies comply with the requirements of all applicable Data Protection Laws in
all material respects. The Data Protection Policies and the employee training provided by
each Group Company are designed to achieve compliance with applicable Data Protection Laws,
including requirements to notify Supervisory Authorities of personal data breaches and to
respond to Data Subject Requests. |

| | (d) | Each
Group Company has provided privacy notices to data subjects as required by applicable Data
Protection Laws and such notices are materially compliant with applicable requirements. |

| | (e) | So far
as the Seller is aware, no member of the Group has engaged any person to carry out processing
or sub-processing of personal data other than in accordance with a written agreement incorporating
contractual terms sufficient to comply with applicable Data Protection Laws, including appropriate
technical and organisational security measures. |

| | (f) | So far
as the Seller is aware, no personal data has been transferred outside the country of its
collection other than in accordance with applicable Data Protection Laws and in accordance
with appropriate safeguards as required by applicable Data Protection Laws. |

| | (g) | Each
Group Company has complied with applicable requirements to notify a Supervisory Authority
of personal data held or processed by it and has paid all fees due in connection with any
such notifications. |

| | 77 | |

| | (h) | No Group
Company has in the last six years received any: |

| | (i) | notice, complaint or correspondence relating
to compliance with any Data Protection Laws (including, without limitation, any information
or enforcement notice, monetary penalty notice or any transfer prohibition notice being enforced
by any Supervisory Authority); or |

| | (ii) | claim for compensation for loss or unauthorised
disclosure of personal data. |

| | (i) | Each
Group Company has implemented procedures in accordance with the requirements of applicable
Data Protection Laws for protecting the security of its IT systems and the confidentiality
and integrity of all personal data stored therein, including having implemented a written
information security programme that: (i) includes appropriate technical, administrative
and physical safeguards to ensure the availability, integrity, security and confidentiality
of such IT Systems and all personal data collected or otherwise processed by each Group Company;
and (ii) is designed to protect against the occurrence of a Personal Data Breach and
anticipated threats or hazards to the security or integrity of such IT Systems or such personal
data. Each Group Company has assessed and tested such written information security programme
and has remediated any material vulnerabilities identified. |

| | (j) | No Group
Company has suffered any Personal Data Breach in the last six years. No Group Company has
notified, and so far as the Seller is aware, there have been no facts or circumstances that
would require any Group Company to notify, any data subject, Supervisory Authority or other
person of any Personal Data Breach. |

| | (k) | Each
Group Company has materially complied with applicable Data Protection Laws with respect to
the placing of cookies and other web tracking technologies on the devices of data subjects. |

| | (l) | Each
Group Company has procured and maintained a record of necessary consents from data subjects
to whom it sends promotional electronic communications or text/SMS. |

| | 51 | Environmental matters* |

| | (a) | In this
paragraph 25 (Environmental matters): |

“ Environment ” means
all or any of the following media: land (including any building structure or receptacle in on over or under it), water (including surface
coastal and ground waters and waters in drains and sewers) and air (including without limitation the atmosphere within any natural or
man-made structure or receptacle above or below ground), fauna and flora, climate and any living organisms (including human beings) or
eco-systems supported by those media. The term Environment is to be understood in a broad and open sense, referring not only to the natural
environment, but also including the cultural and social environment created by humans.

“ Environmental Law ”
means all applicable laws, statutes, regulations, subordinate legislation, bye-laws, Permits, common law and other national, international,
federal, European Union, state and local laws, judgments, decisions, orders, and injunctions of any court or tribunal, codes of practice
and guidance notes that are legally binding to the extent that they relate to or apply to the pollution or protection of the Environment
or to the health and safety of any human beings and/or other living organisms, including treatment and or disposal of any Hazardous Substance.

| | 78 | |

“ Hazardous Substance ”
means any substance or waste in solid, liquid or gaseous form which alone or in combination with others constitutes waste under Environmental
Law or is capable of polluting or causing harm to the Environment or causing an actionable nuisance or is otherwise regulated under any
Environmental Law. For the avoidance of doubt, Hazardous Substance shall include any (a) pollutant, contaminant, material, substance,
chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or
manmade, in each case regulated by Environmental Law, (b) hazardous, toxic, carcinogenic, mutagenic, corrosive, dangerous, noxious,
flammable, explosive, infectious or radioactive substances, chemicals, materials or wastes (including those defined, declared, regulated
or controlled as hazardous under any Environmental Law), (c) petroleum including crude oil or any derivative or fraction thereof,
(d) asbestos or erionite in any form, (e) solid or liquid wastes, (f) polychlorinated bi-phenyls, polychlorinated bi-phenyl
related wastes, (g) radon, (h) lead or lead-containing materials, or (i) any individual category or combination of per-
and polyfluoroalkyl substances.

“ Permit ” means any
permit, authorisation, consent, licence, certificate, permission, registration, notification or other approval required under any Environmental
Law.

| | (b) | Each
Group Company has at all times complied in all material respects with and has adequate facilities
to continue to comply with all applicable Environmental Laws in all material respects. |

| | (c) | Each
Group Company is in possession of and complies with and has at all times been in possession
of and complied with, in each case in all material respects, the terms and conditions of
all Permits necessary to operate the business and operations of each Group Company and/or
use the Properties. There are no facts or circumstances which may lead to the revocation,
variation, suspension, refusal or non-renewal of any Permit. |

| | (d) | There
have been no emissions, spills, releases, or discharges (each a “ Hazardous Discharge ”)
of any Hazardous Substance at or from any of the places where the business and operations
of the Group Companies are conducted into or upon the Environment, except in accordance with
the terms and conditions set out in the Permits. |

| | (e) | Accurate
and complete copies of all Permits and all material corresponding reports, data, and communications
thereto, necessary to operate the business of each Group Company and/or use the Properties
have been Disclosed. Each Group Company is in the possession or control of all corresponding
originals for all Permits necessary. |

| | (f) | So far
as the Seller is aware, all material environmental and/or worker health and safety permits,
reports, audits, notices of violations, and/or material documents or communications possessed
by, or in the knowing control of, the Group Company have been Disclosed. |

| | (g) | Other
than as Disclosed, no Group Company owns, occupies or operates its business on any land other
than the Properties. |

| | (h) | There
are no facts or circumstances which may lead to liability under Environmental Law in connection
with a Group Company including liability to undertake any works and/or investigation, remediation
or removal action or steps or incur expenditure under Environmental Law. |

| | (i) | So far
as the Seller is aware, no audit has been carried out in respect of the Properties or land
previously owned or occupied by a Group Company which relates to the extent to which the
Properties or land previously owned or occupied by a Group Company contain or might contain
any Hazardous Substance or be liable to cause harm to the Environment. |

| | (j) | There
have been no claims, investigations, prosecutions or other proceedings against or threatened
against a Group Company or any of their directors, managing directors, officers or employees
with respect to any breach (or alleged breach) of, or liability under, any Environmental
Law and there are no facts or circumstances which may lead to any such claims, investigations,
prosecutions or other proceedings. |

| | (k) | No Hazardous
Substances have been released, stored, generated, manufactured, refined, transported, produced,
disposed of or treated at, on, or from any of the Properties. |

| | (l) | None
of the Group Companies has received a written request for information under any Environmental
Law nor has any Group Company agreed to indemnify or assume any liabilities of any person,
including a predecessor, buyer, seller, landlord or tenant pursuant to any Environmental
Law. |

| | 79 | |

Part 5

Finance

| | 52 | Bank and other borrowings* |

| | (a) | Other
than the Bank Loan, no Group Company has outstanding indebtedness nor has it factored any
debts, or is engaged in any financing arrangements or arrangements having the commercial
effect of borrowing, including any finance or capital leases, receivables financing, factoring
or invoice discounting. |

| | (b) | Details
of the amounts of indebtedness owed by each Group Company under the Bank Loan as at the Accounts
Date have been Disclosed. Since the Accounts Date, there have been no drawings under any
of the Bank Loan. |

| | (c) | No Group
Company has any written obligation (present or future and whether conditional or otherwise)
in respect of a derivative transaction including any foreign exchange transaction. |

| | (d) | Save
for any repayment of the Bank Loan at Completion, no event has occurred or is likely to occur
which has caused or may cause any material outstanding indebtedness of any Group Company
to become repayable in whole or in part before its stated maturity, or the enforcement of
any security in respect of such material outstanding indebtedness. |

| | (e) | No Group
Company has received a notice (whether formal or informal) from any external lender requiring
repayment or intimating the enforcement of any security the lender may hold over any of the
Group’s assets. |

| | (f) | No registered
security exists over any of the shares, assets or undertaking of any Group Company. |

| | (g) | There
have not been any amendments, consents, waivers, payment deferrals or suspensions or other
concessions agreed or sought in the last 12 months in connection with the Bank Loan. |

| | 53 | Working capital* |

Having regard to existing bank and
other facilities, each Group Company has sufficient working capital to carry on its business, in its present form and at its present
level of turnover, for 12 months after Completion and to carry out all its commitments, in accordance with their terms.

| | 54 | Capital commitments |

No material commitments on capital
account were outstanding at the Accounts Date and, since the Accounts Date, no Group Company has made or agreed to make any capital expenditure,
incurred or agreed to incur capital commitments or disposed of or agreed to dispose of capital assets, other than, in each case, in accordance
with the usual practices of the Group, as recorded in the Accounts, or as otherwise Disclosed.

| | 55 | Loans by a Group Company |

No Group Company has:

| | (a) | lent
money which has not been repaid to it or is the creditor in respect of a debt (whether or
not due for payment) which has arisen otherwise than in the normal course of its trading
business; |

| | 80 | |

| | (b) | made
a loan, which remains outstanding, on terms entitling it to receive either a rate of interest
varying with, or a share of, the profits of a business. |

| | 56 | Creditors |

There is no amount owing by a Group
Company which has been due for more than 12 weeks, other than in the ordinary course of business, unless the Group Company is disputing
in good faith the amount or timing of such payment. No Group Company is unable to pay its debts as they fall due or is otherwise deemed
unable to pay its debts within the meaning of applicable law.

| | 57 | Grants |

| | (a) | No Group
Company has: |

| | (i) | applied for or received any State aid
for the purposes of Article 107 of the Treaty on the Functioning of the European Union,
nor any other grant, subsidy, or financial aid and/or assistance from a government department
or agency or a local or other authority or body; or |

| | (ii) | done or omitted to do anything which
could, and the sale of the Company will not, result in all or part of any state aid, grant,
subsidy or other financial assistance from a government department or agency or a local or
other authority (“ Governmental Grant ”) made or due to be made to it becoming
repayable, or being forfeited or withheld; or |

| | (iii) | received funding or grants from, guidance
or facilities of, a governmental body, or institution, university, college or other academic
or educational institution or research centre, military forces, non-profit institution or
organization whose primary purpose is to create or foster the creation of Open Source Software
(or any affiliate of any of the foregoing) (collectively, “ Third Party Institutions ”)
that was used in the development of any Group IPR owned in whole or in part, by the Group
Company. No current or former IP Contributor, has engaged with, performed services for, was
employed by, or otherwise was under any restrictions resulting from his/her relations with,
any Third Party Institutions or other third party, during such IP Contributor’s engagement
with the Group Company or during the time such IP Contributor was involved in, or contributed
in any manner to the creation or development of any Group IPR owned or purported to be owned
by the Group Company. |

| | (b) | The Company
is and has been at all times in compliance with the terms, conditions, requirements and criteria
of any Governmental Grants and any applicable laws, including, to the extent applicable,
restrictions on the transfer of know-how and obligations relating to the payment of any royalties,
and has duly fulfilled the conditions, undertakings, reporting and other obligations relating
thereto. To the Company’s knowledge, no event has occurred, and no circumstance or
condition exists, that could reasonably be expected to give rise to (i) the revocation,
withdrawal, suspension, cancellation, recapture or material modification of any Governmental
Grant; (ii) the imposition of any material limitation on any Governmental Grant or any
material benefit available in connection with any Governmental Grant; (iii) a requirement
that the Company return or refund any benefits provided under any Governmental Grant; or
(iv) an acceleration or increase of royalty payments obligation (including total royalty
amount and royalty rate), or obligation to pay additional payments to any Governmental Authority,
in each case, other than ongoing royalty payments. |

| | 81 | |

Part 6

Employment

| | 58 | Employees and terms of employment |

| | (a) | Sections
6 and 13.1 of the Data Room contains (i) accurate and complete anonymised details of
the employees and officers of each Group Company including their dates of commencement of
employment or appointment to office, salaries, and other principal terms including all remuneration
(including accrued holiday pay where permitted by law or regulation), and where permitted
by law or regulation participation in benefit schemes such as private medical insurance,
pension, company car, any profit sharing, commission, incentive or discretionary bonus arrangements
to which a Group Company is a party (whether legally binding on each Group Company or not);
(ii) details of all other benefits provided which each Group Company is bound to provide
(whether now or in the future) to each employee or officer; (iii) copies of all standard
form of employment contracts and offer letters used by a Group Company; (iv) copies
of staff/employee handbooks and other material procedures, schemes and policies; and (v) details
of all agreements or other commitments, whether of an individual or collective nature, qualified
or non-qualified, written or oral, funded or unfunded, regarding employee benefits such as
‘employee benefit plans’ as defined in Section 3(3) of ERISA, bonuses,
welfare or ‘fringe’ benefits, severance, health care reimbursement, dependent
care assistance, cafeteria plan, change in control, transaction, profit participation or
other variable remuneration elements, and stock options, stock appreciation rights or similar
rights, other than pensions. No past employee of a Group Company has a right to return to
work or to be reinstated or re-engaged.* |

| | (b) | Except
as set forth in the Disclosure Letter or as a result of actions taken by Buyer following
Completion, in connection with the acquisition of the Shares or the performance of this Agreement,
no past or present employees of a Group Company will or might receive any payment or other
benefit in connection with which a Group Company will or could be liable to account for Tax
and no such arrangements exist that could (i) accelerate the time at which any compensation,
benefits or award may become payable, vested or required to be funded in respect of any current
or former service provider of a Group Company, (ii) require any contributions or payments
to fund any obligations under any benefit plan, or (iii) result in the payment of an
‘excess parachute payment’ within the meaning of Section 280G of the Code.* |

| | (c) | Except
with respect to any Transaction Bonus which is described in the Disclosure Letter or as a
result of actions taken by Buyer following Completion, the consummation of the Transaction,
other than by reason of any actions taken by any Group Company following Completion, will
not: (i) entitle any current or former Company Employee employed in the United States
to severance pay or any other termination payment from any Group Company; (ii) accelerate
the time of payment or vesting, or increase the amount of, any compensation due to any current
or former Company Employee employed in the United States; or (iii) give rise to the
payment of any amount that would not be deductible pursuant to Section 280G of the Code.* |

| | (d) | No person
who has accepted an offer of employment with a Group Company for an annual remuneration in
excess of $150,000 has yet to commence this employment. |

| | 59 | Remuneration |

| | (a) | Except
as Disclosed, no Group Company has any obligation or liability (whether actual or contingent)
in relation to any commission, bonus, deferred remuneration, or share-based incentive (including,
any restricted share, share option, share application or phantom share option). |

| | 82 | |

| | (b) | During
the period to which the Accounts relate and since the Accounts Date (or, where employment
began after the beginning of such period, since the start of the employment) no change or
promise to change has been made in the rate of remuneration, emoluments, pension benefits
or other terms of employment of an officer, ex-officer or senior executive of a Group Company
(a senior executive being a person in receipt of remuneration in excess of $200,000 per annum),
in each case of the foregoing outside the ordinary course of business. |

| | (c) | No Group
Company is obliged or accustomed to pay anything, other than in respect of remuneration or
pension benefits, to or for the benefit of an officer or employee of a Group Company other
than as Disclosed. |

| | (d) | There
are no negotiations outside of the ordinary course of business for any increase in the remuneration
or benefits of an officer or employee of a Group Company with an annual remuneration in excess
of $200,000 which have been finalised since the Accounts Date and which are to take effect
after the date of this Agreement or which are current or pending. |

| | 60 | Termination of contracts of employment and/or
service |

| | (a) | In relation
to employees in the United States of America only, except as required by applicable law or
to the extent set forth in a CBA or a written employment agreement listed in the Disclosure
Letter, all current Company Employees are employed on an at-will basis and may have their
employment terminated by the applicable Group Company at any time, without prior notice,
and without the payment of any amount other than payment of wages earned through the last
day of employment. |

| | (b) | Except
as set forth in the Disclosure Letter, the contracts of employment and/or service to which
a Group Company is a party are terminable at any time on three months’ notice or less
(except for the employment of Company Employees located in a jurisdiction with statutory
notice requirements) without compensation (other than compensation in accordance with the
applicable labour laws). |

| | (c) | Except
as set forth in the Disclosure Letter, no current senior executive of a Group Company (being
a person who is in receipt of remuneration in excess of $200,000 per annum):* |

| | (i) | has given or received notice from such
Group Company terminating or communicating the intent to terminate his employment, except
as expressly set out in this Agreement; or |

| | (ii) | so far as the Seller is aware, has threatened
that he intends to terminate or otherwise end his employment/service relationship; or |

| | (iii) | is entitled to leave his employment
prematurely or increase in severance payment, as a result of the acquisition of the Shares
or the performance of this Agreement. |

| | (d) | So far
as the Seller is aware, no current Company Employee with an annual remuneration in excess
of $150,000 has given notice to terminate their contract of employment or been given notice
of termination by the applicable Group Company within the three months preceding the date
of this Agreement (whether or not such notice has expired). |

| | (e) | So far
as the Seller is aware, except as Disclosed, no current officer, senior executive or other
employee of a Group Company is bound by any post-contractual non-competition prohibition
with such individual’s prior employer or other recipient of such individual’s
services (or, in respect of senior executive employees only, a Group Company, other than
as Disclosed). |

| | 83 | |

| | 61 | Redundancies |

| | (a) | In the
12 months’ period ending with the date of this Agreement, no employee has been made
redundant or has been given notice of redundancy, and no Group Company is obliged or accustomed
to make any payments to any employee or officer of a Group Company by way of enhanced redundancy
payment. |

| | (b) | In the
12 months’ period ending with the date of this Agreement, no Group Company has given
notice of any redundancies to the relevant Government authority or started consultations
with any appropriate representatives under the provisions of applicable labour laws, nor
has any Group Company failed to comply in any material respect with any obligation under
the applicable labour laws in this regard. |

| | (c) | Except
as set forth in a CBA, no Group Company has a formal written policy, plan or programme of
paying severance pay, or any form of severance compensation, in connection with the termination
of the employment of any Company Employee or the termination of any engagement of any Contingent
Worker. |

| | (d) | So far
as the Seller is aware, (i) the Group Companies’ obligations to provide statutory
severance pay to employees who reside or work in Israel or whose employment is otherwise
subject to the laws of the State of Israel pursuant to the Israeli Severance Pay Law, 5723-1963
have been fully funded in accordance with Section 14 of such law (“ Section 14
Arrangement ”), (ii) each Section 14 Arrangement has been properly established
and maintained in all material respects throughout the life of each such Section 14
Arrangement with respect to the entire period of employment and full salary, and (iii) the
Group Companies will not be required to make any payments pursuant to the Israeli Severance
Pay Law, except for the release of the funds accrued in accordance with any applicable Section 14
Arrangement. |

| | (e) | Except
as set forth in the Disclosure Letter, no Group Company has, within the past three years,
experienced a “plant closing,” “business closing,” or “mass
layoff” as defined in the WARN Act affecting any site of employment of a Group Company
within the United States or one or more facilities or operating units within any site of
employment or facility of a Group Company, and, during the ninety (90) day period preceding
the date hereof, no Company Employee has suffered an “employment loss,” as defined
in the WARN Act, with respect to any Group Company. The Disclosure Letter sets forth for
each United States Company Employee who has suffered such an “employment loss”
during the ninety (90) day period preceding the date hereof: (i) the name of such employee,
(ii) the Group Company who is the employee’s employer of record; (iii) the
date of hire of such employee, (iv) such employee’s regularly scheduled hours
over the six (6) month period prior to such “employment loss,” (v) the
reason for the “employment loss,” and (vi) such employee’s last job
title(s), location, and department(s). |

| | 62 | Employee and industrial relations |

| | (a) | There
is no material outstanding claim or liability against a Group Company by any director (or
former director), an employee, former employee, contractor or contract worker (existing or
former), consultant or former consultant and, so far as the Seller is aware there are no
circumstances which may give rise to any such claim or liability. With respect to any director,
former director, officer, ex-officer or senior executive of a Group Company (a senior executive
being a person in receipt of remuneration in excess of $200,000 per annum), there is no outstanding
claim or liability against a Group Company by any such individual and, so far as the Seller
is aware there are no circumstances which may give rise to any such claim or liability. |

| | 84 | |

| | (b) | There
is no, and during the past three years there has been no, labour strike, picketing of any
nature or lockout pending or, so far as the Seller is aware, threatened, against or affecting
the business of any of the Group Companies. |

| | (c) | There
is no, and during the past three years there has been no, material labour dispute, work stoppage,
slowdown or any other material concerted interference with normal operations, pending or,
so far as the Seller is aware, threatened, against or affecting the business of any of the
Group Companies. The Disclosure Letter sets forth each Union purporting to act as the exclusive
collective bargaining representative of any current Company Employee or current Contingent
Worker. The Disclosure Letter sets forth all CBAs in effect in the past three years. |

| | (d) | Except
as set forth in the Disclosure Letter, no Group Company has a duty to bargain with, or otherwise
deal with, any Union representing any current Company Employees or current Contingent Workers
with respect to the wages, hours or other terms and conditions of employment of any current
Company Employee or current Contingent Worker. |

| | (e) | So far
as the Seller is aware, except as set forth in the Disclosure Letter, no Union claims or
demands to represent any current Company Employees or current Contingent Workers, there are
no organisational campaigns in progress with respect to any current Company Employees or
current Contingent Workers and no question concerning representation of such individuals
exists. |

| | (f) | There
are no work rules or practices agreed to with any Union, except as specifically stated
in the CBAs listed in the Disclosure Letter, that are binding on any Group Company, or with
respect to any current Company Employee or current Contingent Worker. |

| | (g) | In the
12 months’ period ending with the date of this Agreement, no Group Company has engaged
in any unfair labour practice. |

| | (h) | There
is no unfair labour practice charge or complaint pending, or so far as the Seller is aware,
threatened against or otherwise affecting the operations of any Group Company. |

| | (i) | No grievance
brought by a Union or pursuant to a CBA is pending or, so far as the Seller is aware, threatened
which, if adversely decided, could have a material adverse effect. |

| | (j) | No Group
Company: (i) is delinquent in any obligation to make a payment or contribution to any
person (including, for the avoidance of doubt, to any third-party benefit fund) as required
under the terms of any CBA; and (ii) has performed any work on a non-union basis within
the scope of work and territory covered by any CBA that would constitute a violation of such
CBA, taking into account any geographic scope, work jurisdiction, travellers clauses, or
similar clauses in such CBA. Except as set forth and specified in the Disclosure Letter,
no Group Company has assigned its collective bargaining rights under a current CBA to any
third party or organisation. |

| | (k) | Within
the last three years, no Group Company has received any claim or demand by any governmental
body or authority, Union, Multiemployer Plan or auditor claiming that a Group Company has
maintained any improper, invalid or indefensible “double-breasted operation,”
including, without limitation, any such claim or demand containing allegations that, if true,
would: (i) constitute a breach of any CBA; (ii) result in the extension of a Union’s
representation to a current Company Employee not represented by such Union; (iii) result
in any current Company Employee being covered by any CBA who was not treated as having been
covered by such CBA; or (iv) result in the extension of any term of, or obligation under
any CBA (including, without limitation, any obligation to contribute to any Multiemployer
Plan) to a current Company Employee who was not treated as having been covered under such
CBA. |

| | 85 | |

| | (l) | No disciplinary
or grievance issue has been reported to a representative of any Group Company by or against
any employee or any allegation of discrimination, harassment or bullying within the last
12 months. |

| | (m) | So far
as the Seller is aware, within the last three years: (i) no Company Employee or Contingent
Worker has made any allegation of sexual harassment against any other Company Employee or
Contingent Worker; and (ii) no Group Company has entered into any settlement agreement
related to allegations of sexual harassment made by a Company Employee or Contingent Worker.
So far as the Seller is aware, there is no, and during the last three years there has been
no, consensual or non-consensual sexual relationship between: (i) any beneficial owner,
officer or executive-level employee of any Group Company on the one hand, and any current
or former Company Employee or Contingent Worker on the other hand; or (ii) between any
supervisory employee of any Group Company on the one hand, and any current or former Company
Employee or Contingent Worker within the same reporting structure on the other hand. |

| | (n) | No Group
Company nor any of its current employees is involved in an existing, pending or, so far as
the Seller is aware, threatened industrial dispute. |

| | (o) | There
is no material outstanding claim by any employee or former employee or any Union. No material
disputes or court proceedings (including conciliation board proceedings) have during the
three years preceding the date of the Agreement arisen between any Group Company and any
material number or category of employees or former employee or any Union and, so far as the
Seller is aware there are no circumstances which may give rise to any such claim. |

| | (p) | During
the three years preceding the date of the Agreement, no Group Company has been affected by
any strikes, work stoppages or lockouts in each case of their own personnel. |

| | (q) | No Group
Company recognises, or has in the last six months received a request for recognition of,
a trade union for the purposes of collective bargaining in relation to any of its employees. |

| | (r) | There
is no Union convened for the purpose of providing information to or consulting with employees
of a Group Company which represents or is elected by its employees. So far as the Seller
is aware, there are no indications that a works council is currently being established in
any Group Company. |

| | (s) | Except
as set forth in the Disclosure Letter, there are no agreements or arrangements between a
Group Company and a Union. |

| | (t) | Except
as set forth in section 6.6 of the Data Room, no Group Company is bound by any collective
bargaining agreement and there are no collective bargaining agreements (Tarifverträge)
which are applied at a Group Company. |

| | 86 | |

| | (u) | So far
as the Seller is aware, neither the Seller nor any Group Company has or is subject to any
extension order (tzavei harchava) in Israel (other than extension orders applicable
to all employees that reside or work in Israel). |

| | (v) | So far
as the Seller is aware, no current or former employee or consultant of any Group Company
owns any IPR that has been developed during the course of their employment or consultancy
engagement with a Group Company, and all such rights are the exclusive property of the relevant
Group Company, including the right to transfer, license and modify such IPR. |

| | (w) | No action
for protection against dismissal or other action of former or current officers, senior executives
or former or current other employees against an individual Group Company is pending before
a court and, so far as the Seller is aware, no action for protection against dismissal or
other action of former or current officers, senior executives or former or current other
employees has been threatened vis-à-vis a Group Company until the date of this Agreement. |

| | (x) | No Group
Company currently employs any freelancers or other third-party personnel (in particular consultants,
self-employed persons, recruitment agencies, work and service providers, temporary workers).
All consultants, self-employed persons, and work and service providers work free of instructions
and are not classified as employees or persons similar to employees. The respective employee
leasing company has the respective required employee leasing permit. There is no employment
relationship between a temporary worker and a German Group Company, and no managerial employee
or other employee of a German Group Company is leased to a third party within the meaning
of the German Personnel Leasing Act (Arbeitnehmerüberlassungsgesetz - AÜG).
Each German Group Company has materially complied with all applicable provisions of the German
Personnel Leasing Act in connection with the employment of temporary workers. |

| | (y) | No German
Group Company is party to any agency or similar distribution agreements which could oblige
a Group Company to make compensation payments or similar claims pursuant to or analogous
to section 89b German Commercial Code (Handelsgesetzbuch – HGB). |

| | (z) | In the
last five (5) years prior to the date of this Agreement each Group Company has fulfilled
all claims and obligations due up to the date of this Agreement towards social security contributions
and tax authorities. |

| | 63 | Legislation and regulations affecting employees |

| | (a) | Except
as set forth in the Disclosure Letter: (i) each Group Company is, and during the past
six years has been, in compliance in all material respects with all applicable laws and regulations
relating to labour and employment matters including laws and regulations concerning human
rights, pay equity, fair employment practices, workplace safety and health, workers’
compensation, unemployment insurance, terms and conditions of employment, immigration and
work authorisation, classification as exempt/non-exempt for purposes of the United States
Fair Labour Standards Act and analogous state and local laws and regulations, classification
as independent contractors or employees, data privacy, drug screening, background checks,
and wages and hours; (ii) no Group Company is delinquent in any payments to any Company
Employee or Contingent Worker for any wages, salaries, commissions, bonuses, fees or other
compensation due with respect to any services performed for it to the date hereof or amounts
required to be reimbursed to such Company Employees or Contingent Workers; (iii) there
are no, and within the last three years there have been no Proceedings pending or, so far
as the Seller is aware, threatened against any Group Company with respect to employment or
labour matters; (iv) there are no, and within the last three years there have been no
formal or informal internal complaints with respect to employment or labour matters (including
allegations of employment discrimination, sexual or other discriminatory harassment, sexual
assault, retaliation or unfair labour practices) made by any Company Employee or Contingent
Worker; (v) none of the employment policies or practices of any Group Company is currently
being audited or investigated, or so far as the Seller is aware, subject to imminent audit
or investigation by any governmental body or authority; and (vi) no Group Company is,
or within the last three years has been, subject to any order, decree, injunction or judgment
by any governmental body or authority or private settlement contract in respect of any labour
or employment matters. |

| | 87 | |

| | (b) | The Group
Companies: (i) have withheld and reported all amounts required by applicable laws and
regulations or by contract to be withheld and reported with respect to wages, salaries and
other payments to Company Employees and Contingent Workers; (ii) are not liable for
any arrears of any Taxes or any interest, fine or penalty for failure to comply with any
of the foregoing; and (iii) are not liable for any payment to any trust or other fund
governed by or maintained by or on behalf of any governmental body or authority with respect
to unemployment compensation benefits, social security or other benefits or obligations for
employees or former employees. |

| | (c) | A German
Group Company has not (i) entered into an employment agreement and established an employment
relationship after 31 July 2022, or (ii) entered into an employment agreement prior
to 31 July 2022, and established an employment relationship commencing after 1 August 2022,
without having notified the senior executives or other employees of the respective Group
Company of their material terms and conditions of employment in accordance with the German
Evidence Act (NachwG - Nachweisgesetz). |

| | (d) | Each
Group Company has complied in all material respects with all relevant orders and awards made
under all legislation affecting the conditions of service of its employees and officers.
All appropriate notices have been issued under all statutes, regulations and codes of conduct
in respect of relations between it and its employees or any recognised Union. |

| | (e) | No contract
of service exists between a Group Company and a director or employee in relation to which
the requirements of section 188 Companies Act 2006 have not been fulfilled. |

| | (f) | Each
Group Company has not and does not recruit any child labour. |

| | (g) | Each
Group Company has complied with all immigration requirements in any relevant jurisdiction
in relation to the employment or engagement of any person who is not a citizen of the country
of his employment or work. |

| | (h) | No employee
has limited leave to remain in the country of his employment or work or is subject to any
other form of immigration control. |

| | (i) | Within
the last three years, no orders or recommendations have been made by the Equality and Human
Rights Commission, the Commission for Racial Equality, the Disability Rights Commission,
the Equal Opportunities Commission, any other equivalent commission, any employment tribunal
or any court which directly or indirectly involve a Group Company, nor have any investigations
under applicable statutes been carried out nor are there any facts known to a Group Company
which might suggest that there may be any complaints or proceedings pending against it. |

| | (j) | Within
the last three years, no recommendations have been made to a Group Company by any regulatory
body, committee, tribunal or court with respect to workplace relationships and there have
not been any awards or declarations affecting a Group Company made by any regulatory body,
committee, tribunal or court in this regard. |

| | 88 | |

Part 7

Pensions

| | 64 | Pensions, life and health benefits |

| | (a) | The Group
sponsors, maintains or participates in the: |

| | (i) | in respect of certain Group Companies
incorporated in the United Kingdom, AVO International Pension Scheme (the “ DB Scheme ”); |

| | (ii) | healthcare cash plan, private medical
insurance, and eye care program; |

| | (iii) | in respect of certain Group Companies
incorporated in Germany, pension commitments covering two current and former German Company
Employees (the “ German Scheme ”); |

| | (iv) | in
respect of a Group Company incorporated in France, statutory retirement benefits that pay
a lump sum on retirement based on compensation and service (the “ French Scheme ”); |

| | (v) | in respect of certain Group Companies
incorporated in India, statutory gratuity benefits that pay a lump sum on termination of
employment or retirement based on compensation and service (the “ Indian Scheme ”); |

| | (vi) | in respect of certain Group Companies
incorporated in Sweden, retirement pension, waiver of premium insurance, disability pension,
occupational injury insurance, transition support and severance compensation and part time
pension contributions; |

| | (vii) | in respect of a Group Company incorporated
in Canada, group retirement savings plan (Canada Life); and |

| | (viii) | life insurance (death in service),
company car/car allowance, cycle to work scheme, electric vehicle car scheme, public transport
season ticket loan, discretionary bonus, contractual bonus, long service awards, professional
fees reimbursement, education assistance programme, birthday leave, annual leave purchase
scheme, one-off special leave, rewards platform (My Megger), subsidized canteen, and free
sanitary products, |

(together the “ Disclosed Schemes ”).
The Data Room includes information which accurately describes each jurisdiction in which the Disclosed Schemes are sponsored, maintained
or participated in by each Group Company.

| | (b) | Apart
from the Disclosed Schemes, immaterial fringe benefits or as required pursuant to applicable
law: |

| | (i) | No Group Company is under any obligation
or a party to any ex gratia arrangement to pay any pensions, life assurance, medical or disability
benefits to or in respect of any of its past or present officers or employees or any dependant
of them or any other person; and |

| | (ii) | No Group Company has any actual or contingent
liability to contribute to or make any payment (and there are no circumstances which could
give rise to such a liability) on behalf of any Company Employee in connection with any personal
pension plan, occupational pension scheme or any other retirement, pension, death benefit,
medical benefit or disability arrangement or has made a promise or proposal to establish
any such arrangement. |

| | (c) | No Group
Company has made a binding promise or proposal to materially change or materially increase
any benefit under the Disclosed Schemes. |

| | 89 | |

| | 65 | Disclosed Scheme documents |

| | (a) | Full
details of the Disclosed Schemes are contained in sections 6.2, 6.3 and 6.4 of the Data Room
and, so far as the Seller is aware, there are no other deeds or documents currently governing
the Disclosed Schemes. |

| | (b) | In respect
of the DB Scheme the following documents are provided in section 6.3 of the Data Room: |

| | (i) | the latest actuarial certificate; |

| | (ii) | the last actuarial valuation and any
funding reviews prepared in the last year (whether in draft or in final form) together with
any subsequent actuarial advice or recommendations given in relation to the DB Scheme; |

| | (iii) | the audited accounts for 2023 and 2025
financial years; |

| | (iv) | the identity of the principal employer
and all participating employers; and |

| | (v) | the identity of the current trustees. |

| | (c) | All information
supplied for the purposes of the last actuarial valuation or funding review of the DB Scheme
was true and complete in all material respects. |

| | (d) | So far
as the Seller is aware, the booklets relating to each Disclosed Scheme are in the form provided,
and are an accurate and complete description of the Disclosed Scheme as it exists and is
now operated, and of the benefits provided or to be provided under it. |

| | 66 | Compliance and disputes |

| | (a) | The DB
Scheme does not hold any employer related investments beyond the level permitted under section
40 Pensions Act 1995 and the related regulations. |

| | (b) | In respect
of the Disclosed Schemes there are no civil, criminal or arbitration proceedings, claims
or disputes in progress, pending or, so far as the Seller is aware, threatened (other than
routine claims for benefits) against the Seller, the trustees or administrators of the Disclosed
Schemes, any employer which participates or has participated in them, or a person any of
them are or may be liable to indemnify or compensate. So far as the Seller is aware there
are no circumstances which might give rise to any such claims. |

| | (c) | No current
employee of a Group Company is receiving any permanent disability benefit or has made a claim
in respect of such benefits in relation to any permanent health insurance scheme or in the
12 months’ period ending with the date of this Agreement had such a claim refused by
any of the Group Company. |

| | (d) | The Disclosed
Schemes comply with and have at all times been administered in all material respects in accordance
with all applicable laws, regulations and requirements. |

| | (e) | Each
Group Company that has jobholders (as defined in the Pensions Act 2008) in the United Kingdom
has at all times materially complied with its automatic enrolment obligations as required
by the Pensions Act 2008 and associated legislation. |

| | 90 | |

| | (f) | The Disclosed
Schemes, as applicable, are registered pension schemes for the purpose of chapter 2 of part
4 of the Finance Act 2004 and so far as the Seller is aware there is no reason why HMRC might
de-register the Disclosed Schemes. |

| | (g) | No employee
or former employee of a Group Company has been excluded from, or has had benefits limited
under, the Disclosed Schemes, whether directly or indirectly in circumstances that could
reasonably be expected to give rise to either direct or indirect unlawful discrimination,
and so far as the Seller is aware, every person who is currently entitled to membership of
the Disclosed Schemes has been invited to join from the date on which he became entitled. |

| | 67 | Contributions and premiums |

All contributions, tax, expenses and
premiums due to or in respect of the Disclosed Schemes from a Group Company or an employee or former employee of a Group Company were
paid when they fell due, and in accordance with applicable law.

| | 68 | Benefits |

| | (a) | All benefits,
whether in lump sum or pension form (other than refunds of contributions) payable under the
Disclosed Schemes on the death in service of a member or during periods of sickness or disability
are fully insured under a policy effected with an insurance company of good repute and each
member has been covered for insurance by the insurance company at its normal rates and on
its normal terms for persons in good health, and all insurance premiums have been paid. The
Seller is not aware of any ground on which the insurance company concerned might avoid liability
under a policy or contract. |

| | (b) | The amount
of benefits payable to and in respect of members of the Disclosed Schemes other than the
DB Scheme, the German Scheme, the French Scheme and the Indian Scheme (other than insured
lump sum death in service benefits) is based solely on the amount of the accumulated contributions
made by and in respect of the member and the investment returns on them. |

| | (c) | No power
or discretion has been exercised under the Disclosed Schemes to augment benefits, provide
new or additional benefits, or admit an employee who would not otherwise be eligible for
membership, other than where required pursuant to applicable law or regulation. No undertaking
or assurance (whether legally enforceable or not) has been given to any employee or former
employee of any Group Company or any dependant of any of them or any other person as to the
introduction, improvement or increase of any benefit under the Disclosed Schemes or the continuation
of the Disclosed Schemes, or any alteration to, or exception from, their terms. There is
no arrangement (whether legally enforceable or not) to introduce, improve or increase any
benefit under the Disclosed Schemes or otherwise on an employee ceasing employment with a
Group Company at the request of the Group Company. |

| | (d) | No employee
of a Group Company has a right to an early retirement pension under the Disclosed Schemes
without the consent of his employer or the principal employer. |

| | 69 | Defined benefit pension scheme liabilities* |

| | (a) | There
are not and have not been any circumstances which could give rise to a material liability
to a Group Company, as applicable, under sections 227 or 231 of the Pensions Act 2004 or
sections 75 or 75a of the Pensions Act 1995. |

| | 91 | |

| | (b) | No Group
Company has at any time(as applicable): |

| | (i) | been associated or connected with (such
terms having the meaning given to them for the purposes of the anti-avoidance provisions
in sections 38 to 51 of the Pensions Act 2004) any other company that has been the principal
employer or a participating employer in an occupational defined benefit pension scheme other
than the DB Scheme; |

| | (ii) | been the principal employer or a participating
employer in an occupational defined benefit pension scheme other than the DB Scheme; and |

| | (iii) | had a financial support direction or
a contribution notice (as defined in sections 38 to 51 of the Pensions Act 2004) imposed
on it by the Pensions Regulator and the Seller is not aware of any circumstances that could
reasonably be expected to give rise to the imposition of a financial support direction or
a contribution notice on any Group Company. |

| | (c) | So far
as the Seller is aware, no event has occurred, or may occur on, or as a result of, Completion
which would or could entitle any person or body of persons to wind up, terminate or close
the DB Scheme in whole or in part, without the consent of the Buyer. |

| | 70 | Benefits for United States Employees* |

| | (a) | The Group
participates in the following for the benefit of United States based employees: |

| | (i) | Megger Savings Plan (the “ 401(a) Pension
Scheme ”); |

| | (ii) | medical insurance (PPO, HCA/HRA, and
HSA plans), dental insurance, vision insurance, telemedicine services, health savings accounts,
health reimbursement accounts, health care flexible spending accounts, dependent care flexible
spending accounts, and a wellness program; and |

| | (iii) | basic and supplemental life insurance,
basic and voluntary accidental death and dismemberment insurance, short-term and long-term
disability insurance, voluntary accident insurance, voluntary critical illness insurance,
voluntary hospital indemnity insurance, employee assistance program, disability resource
services program, group legal services plan, identity theft protection, educational assistance
program, and paid time off, |

(together the “ US Disclosed
Schemes ”).

| | (b) | Each
401(a) Pension Scheme is so qualified and has received a favourable determination from
the IRS, or with respect to a prototype or volume submitter plan, can rely on an opinion
or advisory letter from the IRS to the prototype or volume submitter plan sponsor, to the
effect that such plan is so qualified and that the plan and the trust related thereto are
exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of
the Code. So far as the Seller is aware, nothing has occurred that could reasonably be expected
to adversely impact the qualified status of any such plan intended to be qualified under
Section 401(a) of the Code or the exemption of any related trust. |

| | (c) | There
are no pending or, so far as the Seller is aware, threatened claims against or involving
any Group Company Plan (as defined below) and, so far as the Seller is aware, no facts exist
that could reasonably be expected to give rise to any dispute involving any Group Company
Plan, other than routine claims for benefits and domestic relations order proceedings. No
Group Company Plan is, or was during the last three (3) years, the subject of an audit
or other inquiry from the IRS, U.S. Department of Labor, PBGC or other Authority, nor is
any Group Company Plan subject to any active filing under any voluntary compliance, amnesty,
closing agreement or other similar programme sponsored by any Authority, and no completed
audit, compliance filing or closing agreement has resulted in the imposition of any material
Tax, interest or penalty that has not been satisfied. |

| | 92 | |

| | (d) | With
respect to such agreement or commitment listed in paragraph 1(a) of Part 6 (Employment)
that is sponsored, maintained or contributed to by the Group Companies or any ERISA Affiliate
or with respect to which the Group Companies have or may have any current or future liability,
contingent or otherwise, in each case, in respect of United States based employees and the
US Disclosed Schemes (collectively, the “ Group Company Plans ”): |

| | (i) | such Group Company Plan has been established,
administered, operated, and maintained in material compliance with its terms, ERISA, the
Code and any other applicable laws. The Group Companies have no direct or indirect material
liability under the requirements provided by any and all statutes, orders or governmental
rules or regulations, including but not limited to ERISA, COBRA, HIPAA and the Code.
With respect to each Group Company Plan, so far as the Seller is aware, no prohibited transactions
(as defined in ERISA Section 406 or Section 4975 of the Code) for which an applicable
statutory or administrative exemption does not exist have occurred and no breaches of any
of the duties imposed on Group Company Plan fiduciaries by ERISA with respect to the Group
Company Plans have occurred that could result in any material liability or excise Tax under
ERISA or the Code being imposed on the Group Companies. Neither the Group Companies nor any
of their directors, officers, employees or any plan fiduciary has any material liability
for failure to comply with ERISA, HIPAA, COBRA or the Code for any action or failure to act
in connection with the administration or investment of any Group Company Plan. Each Group
Company Plan may be amended or terminated by the Seller or the Buyer on or at any time after
the Completion Date without material liability to the Seller or the Buyer other than as required
by applicable law and administrative expenses associated therewith. None of the rights of
the Group Companies under a Group Company Plan will be materially impaired by the consummation
of the transactions contemplated by this Agreement; |

| | (ii) | all contributions to each Group Company
Plan have been made on a timely basis in accordance with applicable law, including ERISA.
All insurance premiums have been paid in full, subject only to normal retrospective adjustments
in the ordinary course, with regard to the Group Company Plans for policy years or other
applicable policy periods ending on or before the Completion Date; |

| | (iii) | no Group Company Plan provides life,
health or other welfare benefits to former or retired employees of the Group Companies or
any ERISA Affiliate, and neither the Group Companies nor any of its ERISA Affiliates has
any liability or obligation to provide life, medical or other welfare benefits to former
or retired employees, other than pursuant to COBRA or similar state laws that require limited
continuation of coverage for such benefits. No Group Company Plan provides benefits to any
individual who is not a current or former employee of the Group Companies, or a dependent
or beneficiary of any such current or former employee. Each individual who is classified
by the Group Companies as an independent contractor has been properly classified for purposes
of participation and benefit accrual under each Group Company Plan; |

| | 93 | |

| | (iv) | so far as the Seller is aware, each Group
Company Plan that is a “nonqualified deferred compensation” plan within the meaning
of Section 409A of the Code has been operated and administered in compliance with Section 409A
of the Code and has been in documentary compliance with Section 409A of the Code. No
award (and no agreement or promise by the Group Companies to make an award) under any Group
Company Plan that provides for the granting of equity, equity-based rights, equity derivatives
or options to purchase equity has been backdated or has been granted with a purchase price
that is less than the fair market value of such equity as of the applicable grant date to
the extent required for such award to be exempt from, or compliant with, Section 409A
of the Code. Neither the Group Companies nor any of its ERISA Affiliates has any (i) liability
for withholding taxes or penalties due under Section 409A of the Code or (ii) obligation
to indemnify or gross-up for any Taxes imposed under Section 409A or 4999 of the Code.
The Group Companies have received, from each service provider or former service provider
who holds an outstanding equity interest that is subject to a substantial risk of forfeiture
as of the date hereof, if any, a copy of the election(s) made under Section 83(b) of
the Code with respect to all such outstanding equity interests, and, so far as the Seller
is aware, such elections were validly made and filed with the IRS in a timely fashion; and |

| | (v) | the Group Companies, their ERISA Affiliates,
and each Group Company Plan have been and are in material compliance with the ACA, including,
without limitation, compliance with all filing and reporting requirements, all waiting periods,
and the offering of affordable health insurance coverage compliant with the ACA to all employees
and contractors who meet the definition of a full-time employee under the ACA, such that
there is no reasonable expectation that any material Tax or penalty could be imposed pursuant
to the ACA. So far as the Seller is aware, no condition exists that could reasonably be expected
to cause the Group Companies or any of their ERISA Affiliates to have any material liability
for any assessable payment, taxes, or other penalties under Section 4980H of the Code
or otherwise under the ACA or in connection with requirements relating thereto. So far as
the Seller is aware, no event has occurred, or condition exists that could reasonably be
expected to subject the Group Companies or any of their ERISA Affiliates to have any material
liability on account of a violation of the health care requirements of Part 6 or 7 of
Title I of ERISA or Section 4980B or 4980D of the Code. The Group Companies and each
of their ERISA Affiliates are in material compliance with and maintain records that are sufficient
to satisfy the reporting requirements under Sections 6055 and 6056 of the Code, to the extent
required, for all periods of time up to and through the Completion Date. Neither the Group
Companies nor any of their ERISA Affiliates has modified the employment or service terms
of any employee or service provider for the purposes of excluding such employee or service
provider from full-time status for purposes of ACA. |

| | (e) | In the
past six years, no Group Company nor any ERISA Affiliate has maintained, contributed to,
participated in, sponsored, or otherwise had any liability with respect to (a) a multiemployer
plan as defined in Section 3(37) of ERISA, (b) an employee benefit plan subject
to Title IV or Section 302 of ERISA or Sections 412 or 4971 of the Code, (c) a
“multiple employer plan” within the meaning of Sections 201, 4063, or 4064 of
ERISA or Section 413(c) of the Code, (d) a “multiple employer welfare
arrangement” within the meaning of Section 3(40) of ERISA, (e) a voluntary
employees’ beneficiary association within the meaning of Section 501(c)(9) of
the Code, or (f) a self-funded or self-insured group health plan. |

| | 71 | Beckmann warranty |

No employee or former employee of any
Group Company has any rights in connection with an occupational pension scheme (as defined by section 1 of the Pension Schemes Act 1993)
which have become obligations or liabilities of any Group Company pursuant to the Transfer of Undertakings (Protection of Employment)
Regulations 1981 or the Transfer of Undertakings (Protection of Employment) Regulations 2006 or the Acquired Rights Directives (EC Directive
2001/23/EC).

| | 94 | |

Part 8

Properties

| | 72 | Title* |

| | (a) | A Group
Company is the sole legal and beneficial owner of each of the Owned Properties. |

| | (b) | As far
as the Seller is aware, the information contained in Schedule 9 (Material Properties)
is complete and accurate, all leaseholds listed therein are in full force and effect and
each Group Company is in the possession of the underlying original documents relating hereto. |

| | (c) | Pursuant
to each Lease, each relevant Group Company has a valid and binding leasehold interest in,
or license in respect of, the Leased Property subject of the Lease, free and clear of all
Encumbrances. |

| | (d) | Each
Lease is a valid, legal and binding agreement of the relevant Group Company enforceable against
the relevant Group Company and, to Seller’s knowledge, each other party thereto, in
accordance with its terms. |

| | (e) | A Group
Company has a good and marketable title to each of the Owned Properties. |

| | (f) | The Properties
comprise all the properties owned, occupied or otherwise used by a Group Company in connection
with their business or in which a Group Company has any interest. No Group Company is a party
to any option or other contract to purchase any real property or interest therein. |

| | (g) | The occupation
or use by each Group Company of the Properties is by right of ownership or under the applicable
Lease, the terms of which permit such occupation or use. |

| | 73 | Encumbrances* |

| | (a) | Each
of the Properties has the benefit of all rights necessary for their existing use and enjoyment
and such rights are held for the same estate and interest as the estate or interest of a
Group Company in each of the Properties and are enjoyed without interruption and no third
party has any right to restrict or otherwise interfere with the exercise of such rights and
easements. Where any such right requires protection (in order to bind all other persons)
in order for the relevant Group Company to enjoy the use of such Property, such protection
has been properly effected and is still valid. |

| | (b) | Each
of the Owned Properties is free from Encumbrances nor is there any agreement or commitment
to create any in relation to any of the Owned Properties. |

| | (c) | None
of the Owned Properties is subject to outgoings, with the exception of usual market costs
including business rates, water rates, utility charges and insurance premiums and where applicable,
rent and service charges. |

| | (d) | None
of the Owned Properties is subject to any matter which would adversely affect the title of
a Group Company to any of the Owned Properties nor its use and enjoyment of any of the Owned
Properties nor is there any agreement or commitment to create (or any acquiescence in) any
of them in relation to any of the Owned Properties. |

| | 95 | |

| | (e) | There
is no condemnation, expropriation or other proceeding in eminent domain pending or, to Seller’s
knowledge, threatened, affecting any Owned Properties or any portion thereof or interest
therein. |

| | (f) | Where
any of the matters referred to in paragraph 2(a) and paragraph 2(d) have
been disclosed in the Disclosure Letter, the obligations and liabilities imposed and arising
under them have been performed and discharged in full and on time, no such obligations or
liabilities have been waived and no payments in respect of them are outstanding. |

| | 74 | Leasehold properties |

| | (a) | True,
correct, and complete copies of each lease, including all amendments, modifications, extensions,
renewals, guarantees, subordination agreements and other agreements with respect thereto
have been Disclosed. |

| | (b) | The Leases
are legal, valid, binding, in full force and effect and enforceable in accordance with their
terms. The Leases have been adequately stamped (if required) and duly registered (if required),
in each case, in compliance with applicable law. All covenants relating to each Lease have
been properly performed and observed by the relevant Group Company in all material respects,
and no Group Company has received a written notice of any outstanding breach of covenant
in respect of any such Lease. |

| | (c) | A Group
Company has fully discharged its obligations (including payment of the agreed rent, fees
and other dues) in all material respects and observed and performed the covenants contained
in the Leases in all material respects (which expressions in this paragraph includes underleases)
and all the Leases are in full force. |

| | (d) | (i) There
are no disputes to which a Group Company is party with respect to any Lease. (ii) None
of the Group Companies, nor to Seller’s knowledge, any other party to any Lease, is
otherwise in material breach or default under such Lease and, to the knowledge of Seller,
no event has occurred or circumstance exists which, with the delivery of notice, the passage
of time or both, would constitute such a material breach or default, or permit the termination,
modification or acceleration of rent under any Lease. (iii) No security deposit or portion
thereof deposited with respect to any Lease has been applied in respect of a breach or default
thereunder which has not been redeposited in full. (iv) The possession and quiet enjoyment
of the Leased Properties under each Lease has not been disturbed. |

| | (e) | Any consents
and approvals required from the landlords and any superior landlords or any other bodies
under the Leases required for the relevant Group Company to utilise the property the subject
of the Lease have been obtained, and the covenants on the part of the tenant contained in
those consents and approvals have been duly performed in full and on time in all material
respects. |

| | (f) | All buildings,
structures, improvements, fixtures, building systems and equipment, and all components thereof
included in the Properties (the “ Improvements ”) are in good and substantial
operating condition and repair, are sufficient for the business of each Group Company and
have been constructed in compliance with all applicable laws including any layout plan approved
by the relevant Governmental Entity (as applicable), in each case in all material respects,
and the same is certified for occupation. There are no major structural or electrical deficiencies
affecting any of the Improvements and there are no facts or conditions affecting any of the
Improvements which would, individually or in the aggregate, interfere in any material respect
with the use or occupancy of the Improvements, or any portion thereof, in the current operation
of the business of any Group Company. No obligation exists on the part of any Group Company
to carry out material improvements or repairs on all or part of the Properties and no orders
or instructions have been received by any Group Company with respect to any such improvements
or repairs. The present use of the Properties and Improvements conforms in all material respects
to all applicable building codes, safety, planning, zoning and other applicable laws. The
Properties have proper unencumbered and direct or indirect unhindered access to main public
roads free from Encumbrances. There are no disputes with neighbouring owners with respect
to boundary walls and fences, or with respect to easements or rights over or means of access
to the Owned Properties. Each of the Owned Properties enjoys the main services of water,
drainage, electricity and gas. |

| | 96 | |

| | 75 | Planning matters |

| | (a) | The present
use of each of the UK Properties is the permitted use for the purposes all relevant planning
legislation and no such use is stated to be personal. Such permissions have all been granted
without any further requirements or only with the minimum economically reasonable requirements,
conditions or similar that have already been fulfilled. |

| | (b) | Each
Group Company has complied and is complying in all material respects with: |

| | (i) | the terms of all planning legislation,
regulations, agreements and permissions relating to each of the UK Properties; and |

| | (ii) | no enforcing authority has commenced
or threatened any proceedings for a breach of any of the foregoing. |

| | (c) | Building
regulation consents and/or any other similar consent that are required by applicable law
have been obtained with respect to all development of and alterations and improvements to
the Properties. Such consents have all been granted without any further requirements or with
the minimum economically reasonable requirements, conditions or similar and have already
been fulfilled. |

| | 76 | Adverse orders |

There are no closing, demolition or
clearance orders or enforcement notices affecting the Properties and there is nothing likely to lead to any being made.

| | 77 | Other information in respect of the Properties |

| | (a) | The buildings
and other structures on or comprising the Properties |

| | (i) | are in good and substantial repair and
fit for the purposes for which they are used; |

| | (ii) | comply, and have been maintained in accordance
with, in all material respects, all applicable building safety requirements. |

| | (b) | None
of the buildings or structures on the Properties: |

| | (i) | has been affected by structural damage
or electrical defects or by timber infestation or disease; |

| | (ii) | contains in its fabric high alumina cement,
blue asbestos, calcium chloride accelerator, wood wool slabs used as permanent shuttering
or other deleterious material; or |

| | 97 | |

| | (iii) | where applicable, is a “higher-risk”
building or a “relevant building” as defined, respectively, by section 65 and
section 177 of the Building Safety Act 2022. |

| | (c) | None
of the Properties is located in an area or subject to circumstances particularly susceptible
to flooding or is affected by past or present mining activity or unexploded ordnance. |

| | (d) | Neither
the current use of the Properties nor the operations of the Group Companies thereon violate
any instrument of record or any other agreement affecting the Properties or any applicable
law, regulation or court order. |

| | 98 | |

Schedule 6 : Business
Warranties

Part 9

Tax*

| | 78 | Definitions |

In addition to the definitions in Clause
1 (Definitions and interpretation), in this Schedule 6, Part 9 (Tax) the following definitions apply:

“ CFA 2017 ” means
Criminal Finances Act 2017.

“ Covid Measure ”
means any measure, benefit, postponement or scheme introduced, in each case in relation to Tax:

| | (a) | under the Coronavirus Act 2020; |

| | (b) | under the Coronavirus Aid, Relief, and
Economic Security Act (Pub. L. 116-136) or any amendment or successor provision thereto;
or |

| | (c) | as a result of the COVID-19 pandemic in
the United Kingdom, United States or elsewhere. |

“ CTA 2009 ”
means Corporation Tax Act 2009.

“ CTA 2010 ” means
Corporation Tax Act 2010.

“ FA 2003 ” means
Finance Act 2003.

“ Pillar 2 ” means
the framework of rules (referred to therein as the Global Anti-Base Erosion Rules) contained in the OECD’s document entitled
“Tax Challenges Arising from the Digitalisation of the Economy - Global Anti-Base Erosion Model Rules (Pillar Two)”,
as originally approved by the OECD/G20 Inclusive Framework on BEPS on 14 December 2021 and as amended by the OECD/G20 Inclusive
Framework on BEPS from time to time.

“ SDLT ” means stamp
duty land tax.

“ Tax Return ” means
any report, return, computation, notice, declaration, statement or other information supplied or required to be supplied to a Tax Authority
in connection with Tax, including any amendments, estimated returns, claims for refund, information statements, attachments and reports
of every kind with respect to Tax.

“ VAT ” means value
added Tax or any similar or substituted turnover or sales Tax, and use Tax, whether imposed by the United Kingdom, United States or elsewhere.

“ VATA ” means Value
Added Tax Act 1994.

| | 79 | Administration |

| | (a) | All Tax
Returns and any other information required to be submitted, or prepared for submission, to
any Tax Authority by each Group Company in the last six (6) years: |

| | (i) | have, where required, been submitted within
applicable time limits; |

| | (ii) | were accurate, complete and in compliance
with legal requirements in all material respects; and |

| | (iii) | are not the subject matter of any enquiry,
investigation, audit or review by any Tax Authority. |

| | 99 | |

Schedule 6 : Business
Warranties

| | (b) | No Group
Company has, in the last six (6) years, been (nor, so far as the Seller is aware, is
reasonably likely to be) involved in any enquiry or non-routine audit by or dispute with
any Tax Authority and no Tax Returns of any Group Company have, in the last six (6) years,
been disputed or subject to investigation (or, so far as the Seller is aware, are reasonably
likely to be disputed or subject to investigation) by any Tax Authority. |

| | (c) | All Tax
which has become due from any Group Company in the last six (6) years has been duly
paid within the applicable time limit. |

| | (d) | Each
Group Company has, in the last six (6) years, complied in all material respects with
all Tax legislation and regulations relating to the deduction of Tax from payments made by
it. |

| | (e) | The Accounts
make full provision or reserve, in accordance with generally accepted accounting practice,
for all Tax for which the Group Companies are liable as at the Accounts Date. |

| | (f) | No Group
Company has, in the last six (6) years, been required to pay any penalty or material
amount of interest in respect of Tax. |

| | (g) | Each
Group Company maintains and has kept and maintained within the applicable time limits, complete
and accurate records, invoices and other information relating to Tax, including keeping and
preserving all records it is required to keep or preserve under any Tax statute, which are
in all material respects complete, correct and up-to-date. |

| | (h) | So far
as the Seller is aware, no Group Company has been liable to make to any person (including
any Tax Authority) any payment in respect of any liability to Tax which is primarily or directly
chargeable against, or attributable to, any other person. |

| | (i) | All agreements,
concessions, dispensations or other arrangements of any Group Company which have been made
with or by any Tax Authority which are not based on a strict application of the relevant
legislation (whether formal or informal) currently subsisting are set out in the Disclosure
Letter. No Group Company has taken any action which has had or might have the result of altering,
prejudicing or in any way disturbing any such agreement, concession, dispensation or arrangement. |

| | (j) | Any clearances,
consents and rulings relating to Tax obtained by or on behalf of any Group Company have been
properly obtained on the basis of full and accurate disclosure to the relevant Tax Authority
of all relevant facts and circumstances, any transaction for which such consent, clearance
or ruling was obtained has been carried out in accordance with the terms of the relevant
applications for consent, clearance or ruling and any such consent or clearance was and remains
valid and effective. |

| | (k) | No Group
Company is a party to, or otherwise bound by, any Tax sharing or Tax allocation agreement
or any indemnity, covenant or warranty in respect of Tax, the terms of which are still extant. |

| | (l) | No Group
Company is nor has been, or deemed to have been, consolidated into a qualifying multinational
group for the purposes of Pillar 2. |

| | (m) | No interest
in any Group Company constitutes a “United States real property interest” as
defined in Section 897(c) of the Code. |

| | 100 | |

Schedule 6 : Business
Warranties

| | 80 | Residence |

| | (a) | Each
Group Company has always been resident for Tax purposes in the jurisdiction of its incorporation
and in no other jurisdiction. |

| | (b) | No Group
Company has ever had outside the jurisdiction of its incorporation a branch, agency, place
of business or permanent establishment (within the meaning of the Model Tax Convention on
Income and Gains published by the Organisation for Economic Co-operation and Development),
and no Group Company has ever incurred any liability to Tax on its income, profits or gains
in any jurisdiction other than the jurisdiction of its incorporation and is not liable to
register with any Tax Authority outside of its jurisdiction of incorporation for the purposes
of paying or administering any Tax (other than in respect of VAT in such jurisdictions as
are specified in the Disclosure Letter). |

| | (c) | No Group
Company has received written notice of any claim made by a Tax Authority in a jurisdiction
where such Group Company does not file returns that such Group Company is or may be subject
to taxation by that jurisdiction. |

| | 81 | Groups |

| | (a) | No Group
Company is or has in the last six (6) years been, or been treated as, a member of an
affiliated, consolidated, combined, unitary or similar group for any Tax purpose other than
with a group consisting solely of other Group Companies. |

| | (b) | Except
as provided in the Accounts and for any payments or surrenders between Group Companies, the
Group Companies are not, nor will be, obliged to make or be entitled to receive any payment
for group relief or for the surrender of tax refunds in respect of any period ending on or
before Completion or any repayment of such payment. |

| | (c) | Except
for any elections which concern only the Group Companies, no Group Company has, in the last
six (6) years, entered into, or agreed to enter into, an election pursuant to section
171A Taxation of Chargeable Gains Act 1992, paragraph 16 of Schedule 26 Finance Act 2008
or section 792 CTA 2009, or any equivalent provision in any other jurisdiction. |

| | (d) | Except
for any arrangements which concern only the Group Companies, no Group Company has in the
last six (6) years been party to any arrangements pursuant to section 59F Taxes Management
Act 1970, or any equivalent provision in any other jurisdiction. |

| | (e) | Neither
the execution of this Agreement nor Completion will result in the clawback or disallowance
of any relief or allowance previously given or claimed for any Tax purpose which will affect
any Group Company, nor will give rise to any liability to Tax for any Group Company or the
withdrawal in whole or in part of any relief claimed by any Group Company. |

| | (f) | In the
past four (4) years, no Group Company has been involved in any transaction purported
or intended to qualify for treatment under Section 355 of the Code. |

| | (g) | Each
Group Company was entitled to benefit from, and has complied in all material respects with
any requirements of, any Covid Measure from which it has benefitted. |

| | 101 | |

Schedule 6 : Business
Warranties

| | (h) | No Group
Company, Buyer, nor any of Buyer’s affiliates will be required to include any item
of income or gain in, or exclude any item of deduction or loss from, taxable income for any
taxable period (or portion thereof) ending after the date of Completion as a result of any
(i) change in method of accounting made prior to Completion or improper use of an accounting
method for a taxable period ending on or prior to the date of Completion, (ii) “closing
agreement,” as described in Section 7121 of the Code (or any corresponding provision
of state, local or non-U.S. Law) executed prior to Completion, (iii) instalment sale
or open transaction disposition made prior to Completion, (iv) prepaid amount, deferred
revenue or advance payment received or accrued prior to Completion, (v) use or application
of the completed contract method of accounting or the cash method of accounting to any transaction
occurring prior to Completion or (vi) intercompany transaction or excess loss account
described in the U.S. Treasury regulations under Section 1502 of the Code (or any corresponding
or similar provision of state, local or non-U.S. Law). |

| | (i) | The classification
of each Group Company for U.S. federal income Tax purposes has been Disclosed. |

| | 82 | Transfer pricing |

| | (a) | All transactions,
provisions or arrangements entered into by any Group Company (including with its related
parties) in the last ten (10) years have been made on fully arm’s length terms
and so far as the Seller is aware there are no circumstances in which Part 4 of Taxation
(International and Other Provisions) Act 2010, Section 482 of the Code or any other
rule or provision could apply causing any Tax Authority to make an adjustment to the
terms on which such transaction, provision or arrangement is treated as having been made
for Tax purposes. Each Group Company has maintained and has in its possession and control
sufficient and adequate contemporaneous records to demonstrate the criteria taken into account
in determining this. |

| | (b) | No notice,
enquiry or adjustment has been made by any Tax Authority in connection with any such transaction
or arrangement. |

| | 83 | Hybrid and other mismatches |

No Group Company has in the last six
(6) years entered into, nor is party to, nor is otherwise involved in any scheme, arrangement, transaction or series of transactions
that are or could be subject to counteraction under Part 6A of the Taxation (International and Other Provisions) Act 2010, or any
equivalent provision in any other jurisdiction.

| | 84 | Interest deductibility |

No Group Company has been a party to
a loan relationship which had an unallowable purpose (within the meaning of section 442 of CTA 2009) or of which a main purpose was to
obtain a loan-related tax advantage (within the meaning of section 455C of CTA 2009).

| | 85 | VAT |

| | (a) | Each
Group Company has complied in all material respects with the statutory requirements, orders,
provisions, directions and conditions relating to VAT, including the collection of exemption
certificates with respect to any sales made or services provided to customers that are exempt
from sales, use and similar Taxes. |

| | (b) | Each
Group Company maintains complete, correct and up-to-date records relating to VAT, including
the retention of exemption certificates collected from customers with respect to exemptions
from sales, use and similar Taxes. |

| | (c) | No Group
Company is or has been a member of a VAT group other than with another Group Company. |

| | 102 | |

Schedule 6 : Business
Warranties

| | 86 | Stamp taxes |

| | (a) | Any applicable
stamp duties, documentary taxes or other charges in respect of documents which establish
or are necessary to establish the title of any Group Company to any material asset owned
at Completion have been duly accounted for and paid. |

| | (b) | No Group
Company is a party to a stampable but unstamped document held outside the United Kingdom
in respect of any material asset owned at Completion. |

| | (c) | No Group
Company has entered into any land transaction where there may be an obligation after Completion
to make any further return in respect of SDLT or make a payment or further payment of SDLT. |

| | 87 | Capital allowances and R&D credits |

| | (a) | Each
Group Company has only claimed capital allowances on qualifying assets owned by it, which
have all been validly claimed and all claims for such allowances have been allowed. |

| | (b) | Each
Group Company has in its possession and control all records required to make and substantiate
all such claims. |

| | (c) | The capital
allowances computations for the periods ending on the Accounts Date are complete and correct. |

| | 88 | Avoidance |

| | (a) | No Group
Company has entered into any notifiable arrangements for the purposes of Part 7 of the
Finance Act 2004 (disclosure of tax avoidance schemes), any notifiable contribution arrangements
for the purposes of the National Insurance Contributions (Application of Part 7 of the
Finance Act 2004) Regulations 2012 (SI 2012/1868), any notifiable schemes for the purposes
of Schedule 11A VATA (disclosure of avoidance schemes), Schedule 17 to the Finance (No.2)
Act 2017, DAC 6 (Directive on Administrative Cooperation, Council Directive (EU) 2018/822),
The International Tax Enforcement (Disclosable Arrangements) Regulations 2023, ‘listed
transaction’ as defined in United States Treasury regulation Section 1.6011-4(b)(2) or
any equivalent provision in any other jurisdiction. |

| | (b) | No Group
Company has been a party to, nor has been otherwise involved in, any transaction, scheme
or arrangement which either: |

| | (i) | contained steps or stages that have no
commercial purpose; or |

| | (ii) | were designed or entered into solely
or wholly or mainly for the purpose of avoiding or deferring Tax or reducing a liability
to Tax; or |

| | (iii) | the main purpose, or one of the main
purposes, of which was the avoidance of Tax, or any transaction into which steps were artificially
inserted with a view to avoiding, reducing or deferring Tax. |

| | 103 | |

Schedule 6 : Business
Warranties

| | (c) | So far
as the Seller is aware, no person, acting in the capacity of an Associated Person (as defined
in section 44(4) of the CFA 2017) of any Group Company has committed: |

| | (i) | a UK tax evasion facilitation offence
under section 45(5) of the CFA 2017; or |

| | (ii) | a foreign tax evasion facilitation offence
under section 46(6) of the CFA 2017. |

| | (d) | Each
Group Company has in place (and has had in place at all times since 30 September 2017)
such reasonable prevention procedures (as defined in sections 45(3) and 46(4) of
the CFA 2017) as are proportionate to its business risk to mitigate the risk of a tax evasion
offence as required or contemplated by the CFA 2017 or any other similar legislation as may
be implemented in any territory or jurisdiction. |

| | (e) | Neither
a Group Company, nor, so far as the Seller is aware, any person acting in the capacity of
a person associated with any Group Company, is or has been the subject of any investigation,
inquiry or enforcement proceedings regarding any offence or alleged offence under Part 3
of the CFA 2017, and no such investigation, inquiry or enforcement proceedings have been
threatened or are pending and so far as the Seller is aware there are no circumstances likely
to give rise to any such investigation, inquiry or proceedings. |

| | 89 | Employment taxes |

| | (a) | Each
Group Company has in the last six (6) years complied in all material respects with its
legal obligations relating to the assessment, collection and recovery of Tax in respect of
employment income and other earnings. |

| | (b) | No Group
Company has been party to any arrangements in respect of which a liability to Tax under Part 7A
Income Tax (Earnings and Pensions) Act 2003 (or any equivalent provision in any other jurisdiction)
has arisen and, so far as the Seller is aware, no relevant step has been taken in pursuance
of or in connection with any such arrangements and which could give rise to such a liability. |

| | (c) | There
are no options to acquire interests in any Group Company held by or for any current, former
or proposed employee or director of any Group Company (or any nominees or associates of such
employees or directors), where the right or opportunity to acquire such options was available
by reason of an office or employment of the option holder with a Group Company and the exercise
of which options may give rise to a liability of any Group Company to account for PAYE, income
tax or National Insurance contributions (or equivalent liabilities in any jurisdiction). |

| | 90 | Intangibles |

No claims or elections have been made
by a Group Company in the last six (6) years in respect of any intangible fixed assets under Chapter 7 of Part 8 CTA 2009,
or sections 827 to 833 CTA 2009.

| | 91 | Distributions |

| | (a) | No Group
Company has made, agreed to make, nor will it have been deemed to have made, any distribution
(as defined in Chapter 2 Part 23 CTA 2010) other than dividends provided for in the
statutory accounts of each Group Company. |

| | (b) | No Group
Company has, in the previous seven years, been engaged in, nor been a party to, any of the
transactions set out in Chapter 5 Part 23 CTA 2010, nor has it made or received a chargeable
payment as defined in section 1088 CTA 2010 during that period. |

| | 104 | |

Schedule 7 : Seller limitations

Schedule 7

Seller limitations

| | 92 | Definitions |

In addition to the definitions in Clause 1 (Definitions
and Interpretation), in this Schedule 7 (Seller limitations) the following definitions apply:

“ Claim ” means a
General Claim or a Tax Claim.

“ Expiry Date ” means:
in relation to a General Claim, the second anniversary of Completion; in relation to a Tax Claim the seventh anniversary of Completion;
and in relation to a Fundamental Claim the sixth anniversary of Completion.

“ Fundamental Claim ”
means a claim in connection with one or more of the Fundamental Warranties.

“ General Claim ”
means a claim by the Buyer in relation to any of the Business Warranties, other than a Tax Claim.

“ Tax Claim ” means
a claim by the Buyer in relation to Tax under the Warranties.

“ Tax Indemnity Claim ”
means a claim by the Buyer under Clause 10.2.

| | 93 | Fraud exception |

Nothing in this Agreement limits the
liability of the Seller in the case of fraud or wilful concealment by the Seller or, before Completion, by any Group Company or any of
its officers, managing directors, employees or agents.

| | 94 | Cap on Claims |

| | (a) | The aggregate
liability of the Seller to make payment to the Buyer in respect of all Claims shall not exceed
$1.00 (one US dollar). |

| | (b) | Subject
to paragraph 3(c) below, the liability of the Seller in respect of all Tax Indemnity
Claims shall not exceed $8,500,000 (eight million five hundred thousand US dollars). |

| | (c) | The aggregate
liability of the Seller in respect of all Claims, Fundamental Claims and Tax Indemnity Claims
shall not exceed the Consideration. |

| | 95 | Time limits and notice |

| | (a) | Proceedings
in relation to a Claim shall not be brought against the Seller unless written notice of the
Claim is given to the Seller before the relevant Expiry Date. |

| | (b) | Proceedings
in relation to a Tax Indemnity Claim shall not be brought against the Seller unless written
notice of the Tax Indemnity Claim is given to the Seller before the fourth anniversary of
Completion. |

| | 96 | Mitigation |

Nothing in this Schedule 7 (Seller
limitations) shall affect any common law duty of the Buyer to mitigate its loss.

| | 97 | No double recovery |

The Buyer shall not be entitled to
recover damages or otherwise obtain reimbursement more than once in respect of the same loss (but, for the avoidance of doubt, this shall
be without prejudice to the Buyer’s right to recover the full amount of any loss by means of one or more Claims).

| | 105 | |

Schedule 8 : Provisional Payment

Schedule 8

Provisional Payment

| | 98 | In order
to determine the Provisional Payment, the Seller shall prepare a calculation of Estimated
Net Debt and Estimated Working Capital as at Completion applying the policies set out in
Schedule 10, Part 2 (Contents of the Completion Statement) and in each
case in the form of the statement set out in Schedule 10, Part 3 (Reference
Balance Sheet). |

| | 99 | The Provisional Payment shall be an amount
equal to the Consideration that would be payable if Estimated Net Debt and Estimated Working
Capital were, respectively, the actual amount of Net Debt and Working Capital as agreed or
determined in accordance with Schedule 10 (Completion statement). |

| | 106 | |

Schedule 9 : Material Properties

Schedule 9

Material Properties

[]*

| | 107 | |

Schedule 9 : Part 1
– Owned Properties

Part 2 – Material Leased Properties

[***]

| | 108 | |

Schedule 10 : Completion
Statements

Schedule 10

Completion Statements

---

Part 1

Preparation of the Completion Statements

| | 100 | The Buyer shall prepare and deliver a draft
of the Completion Statements to the Seller within 60 Business Days after (but not including)
the date of Completion. The Completion Statements shall be drawn up in accordance with the
provisions set out in this Schedule 10 (Completion Statements). The Seller shall
provide, and shall procure that the Seller’s Accountants provide, all assistance reasonably
requested by the Buyer or the Buyer’s Accountants in the preparation of the Completion
Statements. If the Buyer does not deliver a draft of the Completion Statements to the Seller
in accordance with this paragraph 1, at the Seller's election either the Provisional Payment
shall be final and binding on the parties or the Seller shall prepare and deliver its own
draft of the Completion Statements to the Buyer which shall be drawn up in accordance with
the provisions set out in this Schedule 10, and the provisions of this Schedule 10 shall
apply to those Seller-prepared Completion Statements mutatis mutandis. |

| | 101 | The Seller may within 30 Business Days after
(and not including) the date of delivery of the draft Completion Statements, deliver to the
Buyer a report setting out the details of any items in the draft that it disputes, and, to
the extent that Seller is able to do so, specifying any adjustments which in its opinion
should be made and the reasons therefor; if it does so, all other items in the draft shall
be deemed to be agreed. If the Seller does not provide a report complying with the preceding
provisions of this paragraph 2, the draft Completion Statements shall be deemed to be
agreed. The Buyer shall provide the Seller reasonable access to the material books, records,
documents and senior executives of each Group Company as the Seller may reasonably request
for the purpose of its review of the draft Completion Statements. |

| | 102 | The Buyer and the Seller shall use their reasonable
endeavours to reach agreement as to the adjustment (if any) required to be made in connection
with any matter of disagreement notified in accordance with paragraph 2 above, but if
any such matter remains in dispute fifteen Business Days after notification (not including
the day of notification), the dispute shall at the request of the Buyer or the Seller be
referred for final determination to an independent firm of chartered accountants (the “ Accountants ”). |

| | 103 | The following provisions shall apply to the
appointment of the Accountants and their determination: |

| | (a) | the Buyer
and the Seller shall co-operate in good faith to do everything reasonably necessary to procure
the appointment of the Accountants and to facilitate their determination; |

| | (b) | the Accountants
shall be appointed by agreement in writing between the Seller and the Buyer or failing agreement
within five Business Days, nominated by the president of the Institute of Chartered Accountants
in England and Wales upon their joint application (or, failing that, by court order), in
which case the fee payable for the nomination shall be borne equally by the Buyer and the
Seller; |

| | (c) | the Buyer
and the Seller shall each prepare a written statement of, and confined to, the matters in
dispute and submit it, together with any supporting documents, to the Accountants promptly
and in any event within 20 Business Days of their appointment; |

| | 109 | |

Schedule 10 : Completion
Statements

| | (d) | the Accountants’
terms of reference shall be to determine (within the parameters set by paragraph 4(e) below)
what adjustments (if any) are in their opinion required to be made to the Completion Statements
in relation to the matters in dispute (as notified to them in accordance with paragraph (c) above)
so as to ensure compliance with the provisions of it in Part 2 of Schedule 10 (Contents
of the Completion Statements); |

| | (e) | the determination
of the Accountants in respect of any matter in dispute shall not be outside the range of
the value proposed by the Seller in the draft Completion Statement and the value proposed
by the Buyer in the report referred to in paragraph 2 above in respect of that matter; |

| | (f) | the Buyer
and the Seller shall each provide the Accountants with any further information which they
reasonably request and the Accountants shall be entitled (to the extent they consider it
appropriate) to base their opinion on such information; |

| | (g) | the Accountants
shall be entitled: |

| | (i) | to require the Buyer and the Seller and
their respective accountants to attend one or more meetings and to raise enquiries of them
about any matters which the Accountants consider relevant (and the Buyer and/or the Seller,
as the case may be, shall use all reasonable endeavours to answer any such enquiries); and |

| | (ii) | in the absence of agreement between the
Buyer and the Seller, to determine the procedure to be followed in undertaking the expert
determination, insofar as the procedure is not set out in this Agreement. |

| | (h) | the Accountants
shall be requested to make their determination as soon as reasonably practicable and in any
event within 20 Business Days of their receipt of the parties’ written statements (pursuant
to paragraph 4(a) above); |

| | (i) | the Accountants
shall act as experts and not arbitrators and their determination shall (in the absence of
manifest error) be final and binding; and |

| | (j) | the Accountants’
costs (and those of any advisers engaged by them in accordance with the above provisions)
shall be borne equally by the Buyer and the Seller unless the Accountants consider it is
fair and reasonable to apportion the costs otherwise and so direct. |

| | 104 | If the Accountants shall be or become unable
or unwilling to act then a substitute independent firm of chartered accountants shall be
appointed by the Buyer and the Seller in accordance with the provisions of paragraph 4 (and
references in this Schedule to the Accountants shall be deemed to be a reference to that
substitute firm). |

| | 105 | Upon the draft Completion Statements being
agreed (or being deemed to be agreed) by the Buyer and the Seller or being determined by
the Accountants that statement as so agreed (or deemed to be agreed) or determined shall
be the Completion Statements for the purposes of this Agreement and shall be final and binding
on the parties and the amount of Net Debt and Working Capital shall be as stated on those
statements. |

| | 110 | |

Schedule 10 : Completion
Statements

Part 2

Contents of the Completion Statements

In this Part 2 of Schedule 10 (Contents
of the Completion Statements) the following additional definitions shall apply:

“ Cash ” means, without
duplication, the aggregate amount of:

| | (a) | cash (including amounts on deposit) held by
or for a Group Company in hand or with banks or with financial or other similar institutions; |

| | (b) | petty cash; |

| | (c) | cash in transit; |

| | (d) | any interest rate or currency swap agreements
or any other hedging or derivative instrument or arrangement which are in an asset position
(i.e., in the money); |

| | (e) | to the extent not already captured by the
preceding, any balances in line items classified as Cash in the Reference Balance Sheet in
Schedule 10, Part 3 (Reference Balance Sheet); |

of the Group, calculated as at the Completion
Statements Date and in accordance with Schedule 10, Part 2 (Contents of the Completion Statemen ts).

For the avoidance of doubt, Cash will not include
any Trapped Cash.

“ CFO Reserves ” means any provision,
reserve or accrual that:

| | (a) | is not attributable to a specific, identified
liability or obligation of a Group Company existing as at the Completion Statements Date,
or is recognised in an amount exceeding the proper and reasonable estimate of such liability
or obligation as at the Completion Statements Date; or |

| | (b) | represents a general contingency, management
overlay or unallocated reserve; |

“ Debt ” means, without
duplication, the aggregate amount of:

| | (a) | any indebtedness of a Group Company, being
an obligation of a Group Company (whether present or future and whether as principal or surety)
for the payment or repayment of money (whether in respect of interest, principal or otherwise
and including any break fees, prepayment fees, expenses or penalties related to or arising
as a result of the termination or prepayment of any arrangements referred to below) incurred
in respect of: |

| | (i) | money borrowed or raised, including by
way of any bond, note, loan stock, debenture or overdraft; |

| | (ii) | any acceptance credit, bill discounting,
note purchase, factoring (to the extent there is recourse) or documentary credit facility; |

| | (iii) | any Finance Leases; and |

| | (iv) | any interest rate or currency swap agreements
or any other hedging or derivative instrument or arrangement that are in a liability position
(i.e., out-of-the-money); |

| | 111 | |

Schedule 10 : Completion
Statements

| | (b) | any outstanding unpaid fees payable by any
Group Company to Willkie Farr & Gallagher (UK) LLP and any other advisers engaged
on behalf of the Seller in connection with the sale contemplated by this Agreement; |

| | (c) | any commission or bonus payable by any Group
Company to the extent it is as a result of or directly relates to the sale of the Shares
(including transaction incentive payments, bonuses or other incentives related to the Transaction
which are due or payable by any Group Company to any key employees or affiliates of any Group
Company, any related National Insurance Contributions or other Tax or social security amounts
payable by a Group Company in connection with the sale); |

| | (d) | any long-term incentive plan or similar employee
incentive arrangements, including any related National Insurance Contributions or other Tax
or social security amounts payable by a Group Company, net of any specifically identified
Tax benefit directly as a result of the payment of such amounts; |

| | (e) | any corporation tax, income tax and similar
tax balances which remain unpaid at Completion; |

| | (f) | any restructuring provisions and redundancy
related accruals associated with any restructuring initiatives; |

| | (g) | all net pension liabilities, including defined
benefit obligations and statutory employee-related retirement obligations; |

| | (h) | all deferred consideration, earn-outs, or
similar obligations arising from acquisitions completed prior to the Completion Statements
Date; |

| | (i) | all transaction-related expenses, including
advisory, legal, accounting and success fees incurred in connection with the Transaction
to the extent unpaid at the Completion Statements Date; |

| | (j) | all accrued professional fees not incurred
in the ordinary course of business and unpaid at the Completion Statements Date; and |

to the extent not already captured
by the preceding, any balances in line items classified as Debt in the Reference Balance Sheet in Schedule 10, Part 3 (Reference
Balance Sheet) of the Group, calculated as at the Completion Statements Date and in accordance with Part 2 of Schedule 10 (Contents
of the Completion Statements).

“ Finance Lease ” means any lease or hire purchase
contract, a liability under which would, in accordance with Relevant Accounting Standards applicable on or before 31 December 2018,
be treated as a finance or capital lease but excluding any real estate or operating leases or any leases included within file ‘Omega
– Lease balances Q4 25 IFRS 16’ within VDR reference 2.5.1.1.

“ Group Company ”
means, for the purposes of this Part 2 of Schedule 10 (Contents of the Completion Statements) only, each subsidiary
undertaking of the Company in which the Company holds directly or indirectly over 50% of the economic and/or voting rights.

“ Net Debt ” means
Debt less Cash as determined in accordance with this Part 2 of Schedule 10 (Contents of the Completion Statements).

“ Reference Balance Sheet ” means the illustrative
balance sheet included at Schedule 10, Part 3 (Reference Balance Sheet) setting out the classifications of Cash,
Debt, Working Capital and Other.

| | 112 | |

Schedule 10 : Completion
Statements

“ Trapped Cash ” means only
cash deposit balances specifically required to be maintained as performance bank guarantees within Megger (India) Pvt Ltd.

“ Working Capital ” means, without
duplication, the net aggregation of current assets and current liabilities (but excluding any items already classified as Cash or Debt)
at the Completion Statements Date and in accordance with Part 2 of this Schedule 10, including the line items classified as Working
Capital in the Reference Balance Sheet in Schedule 10, Part 3 (Reference Balance Sheet).

| | 1 | General |

| | (a) | The Completion
Statements shall comprise the consolidated balance sheet of the Group in the form as set
out in Schedule 10, Part 3 (Reference Balance Sheet) (the “ Completion
Balance Sheet ”) setting out the Net Debt and Working Capital. |

| | (b) | The Completion
Statements shall be prepared: |

| | (i) | as at the Completion Statements Date; |

| | (ii) | in accordance with the remaining provisions
of this Part 2 of Schedule 10 (Contents of the Completion Statements); and |

| | (iii) | in the form of the pro forma Completion
Statements included in Schedule 10, Part 3 (Reference Balance Sheet); |

| | (c) | The Completion
Statements shall be drawn up in accordance with, and the items and amounts to be included
in them shall be identified and calculated by applying, the following in the following order
of priority (the “ Accounting Policies ”): |

| | (i) | the accounting principles, policies, procedures,
categorisations, definitions, methods, practices and techniques set out below in paragraph 2
(the “ Specific Policies ”); |

| | (ii) | if and to the extent not inconsistent
with paragraph 1(c)(i), the same accounting principles, policies, procedures, categorisations,
classifications, assets recognition bases, definitions, methods, practices and techniques
as applied in the Accounts; and |

| | (iii) | if and to the extent not otherwise covered
by, and not inconsistent with, paragraphs 1(c)(i) and 1(c)(ii), Relevant Accounting
Standards as applicable at the Completion Statements Date. |

| | 2 | Specific Policies |

| | (a) | No account
shall be taken of post balance sheet events or information becoming available after the Completion
Statements Date. |

| | (b) | There
shall be no double counting of any account balances in the Completion Statements such that
an account balance shall be only included once within either Working Capital or Net Debt. |

| | (c) | Subject
to any other Specific Policies, the Completion Statements shall be drawn up as at the Completion
Statements Date on the basis that the Completion Statements Date represents the end of an
accounting and tax financial year, and should reflect specific procedures that a company
would be expected to adopt including, but not limited to, a hard close of the accounting
records; normal year-end procedures and reconciliations; cut-off procedures and a detailed
assessment of prepayments, accruals and provisions. Corporate income tax current liabilities
shall be based on a full tax computation as if the Completion Statements Date were the last
day of a financial year. |

| | 113 | |

Schedule 10 : Completion
Statements

| | (d) | No item
shall be excluded from the Completion Statements solely on the grounds of materiality. |

| | (e) | The Completion
Statements shall be prepared on the basis that the Group is treated as a going concern and
shall exclude: (i) the effect of change of control or ownership of the Group; (ii) the
effects of any post-Completion reorganisations or the post-Completion intentions, payments,
obligations of, specific to, or made by any member of the Buyers’ Group; (iii) any
financing undertaken by any member of the Buyers’ Group or at the direction of any
member of the Buyers’ Group; and (iv) any purchase accounting adjustments arising
out of the consummation of the transactions contemplated by this Agreement. |

| | (f) | The Completion
Statements shall be prepared from the nominal ledgers of the Group such that the balance
sheets of the Group Companies are aggregated. Balances between the Group Companies shall
be reconciled and eliminated and any unreconciled assets or liabilities shall be written
off. |

| | (g) | The Completion
Statements shall be prepared in the local currency of each Group Company and shall be converted
for aggregation purposes to Euros at the relevant exchange rate as obtained from S&P
Global as at the Completion Statements Date consistent with the methodology adopted in the
Accounts. |

| | (h) | On the
Completion Statements Date, the Net Debt and Working Capital and Normalised Working Capital
shall be converted from Euros to US Dollars at the relevant exchange rate as obtained from
S&P Global as at the Completion Statement Date consistent with the methodology adopted
in the Accounts. |

| | (i) | No amounts
in relation to those line items included under the heading “Other” in the pro
forma Completion Statements set out in Part 3 of Schedule 10 will be included in Cash,
Debt or Working Capital. |

| | (j) | The Completion
Statements shall not include any amount within Cash, Debt or Working Capital in respect of
the following items: |

| | (i) | any fixed assets; |

| | (ii) | any amounts in respect of direct electrical
test equipment included within the TB code 130830 – Equipment for Rental and the associated
depreciation in the TB code 130835 – Accum Depreciation – Rental Equipment; |

| | (iii) | any goodwill revaluations; |

| | (iv) | any IFRS 16 lease liabilities; |

| | (v) | any deferred tax assets (excluding those
arising as a result of limb (d) of the Debt definition) or deferred tax liabilities
or uncertain tax provisions; |

| | (vi) | any contingent assets or liabilities
unless required by another specific accounting policy in this paragraph 2 or the definitions
of Cash, Debt or Working Capital; |

| | 114 | |

Schedule 10 : Completion
Statements

| | (vii) | any liabilities paid by a member of
the Seller’s Group after Completion (and where such payments are not reimbursed or
reimbursable to the Seller’s Group); |

| | (viii) | any provisions, reserves or similar (including CFO Reserves) unless
required to be recognised as a liability under the Relevant Accounting Standards as at the
Completion Statements Date; |

| | (ix) | any provisions for dilapidations or litigation; |

| | (x) | any liabilities with respect to any matter
which is subject to an indemnity; and |

| | (xi) | any warranty provisions. |

| | (k) | No liabilities
for restructuring costs (including, for the avoidance of doubt, redundancy costs) incurred
prior to the Completion Statements Date shall be included in Debt or Working Capital, where
the decision to implement such restructuring was taken after signing of this Agreement. To
the extent that any such restructuring costs are incurred and settled prior to the Completion
Statements Date, an asset equal to the amount settled shall be recognised as Cash. For the
avoidance of doubt, any such post-signing restructuring decision shall be communicated to
the Buyer via written notice. |

| | (l) | The following
provisions shall apply to the determination of Working Capital: |

| | (i) | To the extent unpaid and payable by a
Group Company, an accrual shall be included in Working Capital in respect of the pro-rated
annual bonus due to employees for the financial year. This shall be calculated based on the
expected full year results and by pro-rating such annual bonus amount, which is to be calculated
by reference to the relevant performance indicators under the applicable bonus plans as of
the Completion Statements Date on a straight line basis into the pre- and post-Completion
periods. |

| | (ii) | An accrual shall be recognised for all
untaken statutory and contractual holiday entitlement accrued by the Group’s employees
up to the Completion Statements Date, calculated using the relevant employees’ standard
rates of pay; |

| | (m) | Schedule
10, Part 3 (Reference Balance Sheet) provides an illustration of the
Completion Statements as at 30 November 2025. To the extent there is any conflict between
this illustration and the provisions of Schedule 10, Part 2 (Contents of
the Completion Statement), the provisions of this Schedule 10, Part 2 (Contents
of the Completion Statement) shall prevail. |

| | 115 | |

Schedule 11 : Buyer warranties

Part 3

Reference Balance Sheet

The Reference Balance Sheet is set out on the
following page.

| | 116 | |

Schedule 11 : Buyer warranties

Schedule 11

Buyer warranties

| | 3 | The Buyer
is a company duly incorporated and organised and validly existing under the laws of its jurisdiction
of incorporation and is qualified to do business and, to the extent such concept is applicable,
is in good standing as a foreign corporation or other legal entity in each jurisdiction where
the ownership, leasing or operation of its properties or assets or conduct of its business
requires such qualification, except as would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on Buyer or a material adverse effect on its
ability to execute or perform its obligations under the Transaction Documents. Each of Buyer’s
“significant subsidiaries” (as such term is defined in Rule 1-02(w) of
Regulation S-X promulgated by the SEC) (a) is a legal entity duly organised, validly
existing and, to the extent such concept is applicable, in good standing under the laws of
its respective jurisdiction of organisation, (b) has all power and authority to own,
lease and operate its properties and assets and to carry on its business as currently conducted
in all material respects and (c) is qualified to do business and, to the extent such
concept is applicable, is in good standing as a foreign corporation or other legal entity,
in each jurisdiction where the ownership, leasing or operation of its properties or assets
or conduct of its business requires such qualification, in each case except as would not,
individually or in the aggregate, have a material adverse effect on Buyer or its ability
to execute and perform its obligations under the Transaction Documents. |

| | 4 | The Buyer has the power and authority to own,
lease and operate its properties and assets, to carry on its business as currently conducted
in all material respects and to enter into and fully perform its obligations under the Transaction
Documents in accordance with the terms thereof. Each of Buyer’s “significant
subsidiaries” (as such term is defined in Rule 1-02(w) of Regulation S-X
promulgated by the SEC) has all power and authority to own, lease and operate its properties
and assets and to carry on its business as currently conducted in all material respects.
The shares of ESCO Stock to be issued as Consideration Shares, when issued in accordance
with this Agreement, will be duly authorised, validly issued, fully paid and non-assessable
and will not have been issued in violation of or subject
to any preemptive rights or other contractual rights to purchase securities issued by the
Buyer. Upon issuance, the Consideration Shares will be free and clear of all Encumbrances
other than restrictions arising under the Securities Act and as set forth in the Shareholder
Agreement. The Buyer has applied, or prior to Completion will apply, to have the Consideration
Shares approved for listing on the NYSE, subject to official notice of issuance. The
Buyer does not require the consent, approval or authority of any other person to enter into
or exercise its rights or perform its obligations under the Transaction Documents (other
than a Supplemental Listing Application with the NYSE). |

| | 5 | The entry into and the exercise by the Buyer
of its rights and performance of its obligations under the Transaction Documents and the
transactions contemplated by them will not constitute a breach or give rise to a default
under any applicable laws or regulations (including any sanctions) or any order, decree or
judgement or other obligation binding on it (including any provision of its constitutional
documents), which has or could have a material adverse effect on its ability to execute or
perform its obligations under the Transaction Documents. Since September 30, 2023, (i) the
businesses of Buyer and each of its subsidiaries have been conducted in compliance with applicable
laws or regulations and neither Buyer nor any of its subsidiaries has received any written
notice or other written communication from a governmental, regulatory or administrative authority
asserting noncompliance with any applicable law or regulation by Buyer or any of its subsidiaries
except, in each case, as has not had and would not reasonably be expected to have, individually
or in the aggregate, a material adverse effect on Buyer or a material adverse effect on its
ability to execute or perform its obligations under the Transaction Documents. |

| | 117 | |

Schedule 11 : Buyer warranties

| | 6 | The Buyer is not a party to any litigation,
arbitration or administrative proceedings nor is it the subject of any governmental, regulatory
or official investigation or enquiry which is in progress or threatened or pending and which
has or could have a material adverse effect on its ability to execute or perform its obligations
under the Transaction Documents or a material adverse effect on the Buyer. |

| | 7 | Accurate and complete copies of the SEC Reports
have been filed through the SEC EDGAR system. As of the time it was filed with the SEC by
Buyer: (a) each SEC Report complied in all material respects with the applicable requirements
of the Securities Act and the rules and regulations promulgated thereunder or the Exchange
Act and the rules and regulations promulgated thereunder (as the case may be), and (b) none
of the SEC Reports contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements
made therein, in light of the circumstances under which they were made, not misleading. |

| | 8 | Buyer (with respect to itself and its consolidated
subsidiaries) maintains internal control over financial reporting as defined in and required
by Rule 13a-15 or Rule 15d-15 under the Exchange Act reasonably designed to provide
reasonable assurance that (i) all material information relating to Buyer, including
its consolidated subsidiaries, required to be disclosed by Buyer in the reports that it files
or submits under the Exchange Act is accumulated and communicated to Buyer’s principal
executive officer, its principal financial officer or those individuals responsible for the
preparation of the consolidated financial statements of Buyer included in the SEC Reports
to allow timely decisions regarding required disclosure and to make the certifications required
by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302
and 906 of the Sarbanes-Oxley Act, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP, consistently applied, (iii) transactions
are executed only in accordance with the authorization of management and (iv) reasonable
prevention and timely detection of the unauthorized acquisition, use or disposition of the
properties and assets of Buyer and its subsidiaries. Buyer has disclosed, based on the most
recent evaluation of its disclosure controls and procedures and internal control over financial
reporting prior to the date of this Agreement, to Buyer’s auditors and the audit committee
of the board of directors of Buyer, (i) any “significant deficiencies” in
the design or operation of its internal controls over financial reporting that are reasonably
expected to adversely affect Buyer’s ability to record, process, summarise and report
financial information and (ii) any fraud that involves management or other employees
who have a significant role in Buyer’s internal controls over financial reporting that
are reasonably likely to adversely affect Buyer’s ability to record, process, summarise
and report financial information. Since September 30, 2025, Buyer has not received any
complaints regarding material violations of or deficiencies in Buyer’s accounting controls,
internal accounting controls or auditing matters that have not been reported to the audit
committee of the board of directors of Buyer and disclosed to the Seller. |

| | 9 | Buyer’s
financial statements set forth in the SEC Reports filed since 30 September 2023 (the
“ Buyer Financial Statements ”), have been prepared in accordance
with U.S. generally accepted accounting principles (“ GAAP ”) (except as
may be indicated in any notes thereto). Each balance sheet in the Buyer Financial Statements
is accurate and complete in all material respects and fairly presents in all material respects
the financial condition of Buyer as of its respective date. Each statement of income and
cash flows in the Buyer Financial Statements is accurate and complete in all material respects
and fairly presents in all material respects the results of operations and cash flows, respectively,
of the Buyer for the periods covered thereby. Notwithstanding the foregoing, the interim
Buyer Financial Statements (i.e., Buyer Financial Statement as of a period other than a fiscal
year-end) are subject to customary year-end adjustments. Buyer maintains a system of internal
account controls and procedures designed to record transactions as reasonably necessary to
permit the preparation of its financial statements in conformity with GAAP. |

| | 118 | |

Schedule 11 : Buyer warranties

| | 10 | There are no obligations or liabilities of
any kind of Buyer or any of its subsidiaries required by GAAP to be reflected or reserved
on a consolidated balance sheet of Buyer and its subsidiaries included in the SEC Reports,
except (i) as reflected or reserved against in the consolidated balance sheet of such
SEC Reports, (ii) those incurred in the ordinary course of business since September 30,
2025 (none of which are, or would reasonably be expected to be, individually or in the aggregate,
material to the Buyer), and (iii) those incurred pursuant to the terms of this Agreement. |

| | 11 | The only authorised shares of capital stock
of Buyer as of April 13, 2026 are (a) 50,000,000 shares of ESCO Stock, of which
(i) 25,907,172 shares are issued and outstanding (excluding shares held in treasury),
(ii) 5,056,771 shares are held in treasury, and (iii) 1,208,597 shares are reserved
for issuance (including in respect of outstanding Buyer securities that are convertible into
ESCO Stock), and (b) 10,000,000 shares of preferred stock, $0.01 par value, none of
which are issued and outstanding. Neither Buyer nor any of its subsidiaries have any outstanding
bonds, debentures, notes or other obligations the holders of which have the right to vote
(or convert into or exercise for securities having the right to vote) with the equity holders
of Buyer on any matter. Since June 30, 2023, and through the date of this Agreement,
except for securities issued or issuable pursuant to employee benefit plans or arrangements,
including options issued pursuant to Buyer stock option plans and awards payable in ESCO
Stock, (i) no shares of ESCO Stock or preferred stock of Buyer have been repurchased
or redeemed or issued, and (ii) no shares of ESCO Stock have been reserved for issuance.
Except for securities issued or issuable pursuant to employee benefit plans or arrangements,
including options issued pursuant to Buyer stock option plans and awards payable in ESCO
Stock, there are no preemptive or other outstanding rights, options, warrants, conversion
rights, stock appreciation rights, redemption rights, repurchase rights, contracts, arrangements,
calls, commitments or rights of any kind that obligate Buyer to issue or to sell any securities
of Buyer. |

| | 12 | Buyer is acquiring the Shares solely for its
own account for investment purposes and not with a view to, or for offer or sale in connection
with, any distribution thereof. Buyer acknowledges that the Shares are not registered under
the Securities Act, or any state securities laws, and that the Shares may not be transferred
or sold except pursuant to the registration provisions of the Securities Act or pursuant
to an applicable exemption therefrom and subject to state securities laws and regulations,
as applicable. Buyer is able to bear the economic risk of holding the Shares for an indefinite
period (including total loss of its investment), and has sufficient knowledge and experience
in financial and business matters so as to be capable of evaluating the merits and risk of
its investment. |

| | 13 | True and correct copies of the Debt Financing
Documentation (which have been redacted for fees and other confidential information) have
been provided to the Seller prior to the date of this Agreement, being a signed commitment
letter (appending the relevant term sheets) and such commitment letter is in full force and
effect and has not been terminated or modified in any respect. |

| | 14 | The Buyer has committed financing in the form
of binding commitments evidenced by the Debt Financing Documentation which are (and as at
Completion, will be) sufficient to consummate the Transaction. |

| | 119 | |

Schedule 11 : Buyer warranties

| | 15 | The aggregate proceeds contemplated to be provided
pursuant to the Debt Financing Documentation will be sufficient for the Buyer to satisfy
all of its cash payment obligations under this Agreement, including all amounts payable by
it at Completion pursuant to Clause 3.2(b), and the timely satisfaction of such cash payment
obligations shall in no way adversely affect the Buyer’s ability to satisfy its obligations
to pay any other amounts, including any non-cash portion of the consideration to be paid
by the Buyer to Seller at Completion, pursuant to this Agreement. |

| | 16 | No corporate action or other steps have been
taken by the Buyer or legal proceedings started or threatened against it for its winding
up or dissolution; or for it to enter into any arrangement or composition for the benefit
of creditors; or for the appointment of a receiver, administrator, administrative receiver,
liquidator, supervisor, compulsory manager, trustee or similar person of any of its revenues
or assets, and none of the foregoing actions and arrangements are currently, or since September 30,
2025 have been, contemplated to be taken, entered into or effected by the Buyer. |

| | 17 | The Buyer is entering into this Agreement as
principal and not as agent. |

| | 18 | The ESCO Stock is listed on the NYSE under
the symbol “ESE” and the Buyer has not received any written notice of delisting
proceedings or any written notice from the NYSE that the Buyer is not in compliance with
the listing requirements of the NYSE. There are no proceedings pending or, to the knowledge
of the Buyer, threatened against the Buyer by the NYSE with respect to any such delisting
or otherwise with respect to the Buyer or the ESCO Stock. |

| | 120 | |

EXECUTION PAGE

| Signed for and on behalf of TBG AG

by | )

)

) | ………………………………… |
| Duly authorised person

Jeremy Abson |
| ………………………………… |
| Duly authorised person

Alain Scherrer |

| Signed by David Schatz

for and on behalf of ESCO TECHNOLOGIES INC. | )

)

) | |
| ………………………………… |
| Duly authorised person |

| | 121 | |